TCR_Public/130906.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 6, 2013, Vol. 17, No. 247


                            Headlines

10717 LLC: Court Dismisses Chapter 11 Case
1ST FINANCIAL: Former CFO to Serve as Consultant
250 AZ: CWCapital Asset Asks Judge to Deny Plan Outline
ABSORBENT TECHNOLOGIES: Bid to Extend Plan Filing Deadline Denied
ABSORBENT TECHNOLOGIES: Files Revised Application to Hire Stoel

ACE ALLIANCE: Federal Judge Dismisses Bankruptcy Petition
ALLIED IRISH: AIB Mortgage OKs EUR500 Million Bond Issue
ALL STATE ASSET: Lawsuit v. IRS & Drury Remanded to State Court
AMC ENTERTAINMENT: Parent Proposed IPO No Impact on Fitch Ratings
AMERICAN DENTAL: Moody's Lowers CFR to 'B3'; Outlook Negative

AMES DEPARTMENT STORES: Second Amended Plan Filed
AMERICAN ROADS: Sheds $830-Million Debt in Bankruptcy
AMINCOR INC: Grants 120,000 Options to Executives, Employees
AMREP CORP: Settles with PBGC, to Pay $3.2MM to Pension Plan
B.L. MCCANDLESS: Dist. Ct. Rules on Bid to Dismiss Wal-Mart Suit

BEST BUY: Fitch Affirms 'BB-' Issuer Default Rating
BIOMET INC: Moody's Rates $865MM Term Loan 'B1'; Outlook Stable
BIOMET INC: S&P Assigns 'BB-' Rating to $865MM Secured Term Loan
BMB MUNAI: Director Troy Nilson Resigns
BOREAL WATER: Inks $900,000 ABL Facility with Woodbridge

CASA CASUARINA: Owners Settle Rothstein Trustee Dispute
CATHEDRAL CITY RDA SUCCESSOR: Moody's Cuts 2007 TAB Rating to Ba3
CENGAGE LEARNING: Second Lien Trustee's Statement, Objection Filed
CHAMPION INDUSTRIES: Amends Credit Agreement with Fifth Third
CHAMPION INDUSTRIES: Sr. VP Jeff Straub Quits

CHINA FRUITS: Reports $19,550 Net Income in Second Quarter
CHINA SHIANYUN: New OTCBB Symbol is "SAYC"
CITIGROUP INC: DBRS Rates Preferred Shares Rating at 'BB(high)'
CORD BLOOD: Sues Tonaquint, et al., Over Convertible Note
CUMULUS MEDIA: Dial Global Buyout Plan No Moody's Rating Impact

DAYBREAK OIL: Acquires Interest in Shallow Oil Play in Kentucky
DESIGNLINE CORP: Loses Bid to Keep Ch. 11 in Delaware
DETROIT, MI: Steps Up Push to Raze Thousands of Derelict Buildings
DICKINSON COUNTY: Fitch Affirms 'BB-' Rating on $22.81MM Bonds
DOW CORNING: 6th Cir. Vacates Allowance of 4 Opt-Out Claims

E*TRADE FINANCIAL: S&P Affirms 'B-' Senior Unsecured Debt Ratings
EASTMAN KODAK: Registers New Class of Securities
EMPRESAS INTEREX: Oct. 2 Hearing on Adequacy of Plan Outline
ENGLOBAL CORP: Closes Sale of Gulf Coast Operations for $20-Mil.
ENVISION ACQUISITION: S&P Assigns 'B' Corp. Credit Rating

ENVISION PHARMACEUTICAL: Moody's Assigns B3 CFR; Outlook Positive
FAIRMONT GENERAL: Hospital Saddled With $14.7 Million in Bonds
FRISIA FARMS: Owner Obliged to Give Domestic Support to Ex-Wife
FURNITURE BRANDS: Voluntarily Delists Securities
GELT PROPERTIES: Has Deal to Use Bucks County Bank's Cash

GENVEC INC: Ditches Liquidation Plan for Novartis Partnership
GREEN FIELD: S&P Lowers Corporate Credit Rating to 'D'
HAWAII OUTDOOR: Trustee Can Hire Colliers International as Broker
HERON LAKE: Amendment 1 to Loan Agreement with AgStar
HIGHWAY TECHNOLOGIES: Panel Withdraws Motion to Convert to Ch. 7

HIGHLAND CONSTRUCTION: Guyant's Claim is Secured, Bankr. Ct. Says
HILLTOP FARMS: Gets Final Confirmation Order on Plan
HOWREY LLP: Morgan Lewis Settles With Bankrupt Firm for $1MM
HUSTAD INVESTMENT: Cases Converted to Chapter 7
INTERNATIONAL LEASE: Fitch Affirms 'BB' LT Issuer Default Rating

IOWORLDMEDIA INC: Names Two New Board Members
KHAN FAMILY: Wants Plan Filing Period Extended Until Oct. 21
KINDER MORGAN: DBRS Confirms Issuer Rating at 'BB'
LAKE PLEASANT: Sept. 17 Hearing on Final Decree Closing Case
LANDAUER HEALTHCARE: U.S. Trustee Balks at Timeline of Asset Sale

LIBERTY INTERACTIVE: Fitch Rates Sr. Unsecured Notes Due 2043 'BB'
LIBERTY INTERACTIVE: Moody's Rates New $350MM Notes Due 2043 'B2'
LIBERTY INTERACTIVE: S&P Assigns 'BB' Rating to $350MM Debentures
LIVEDEAL INC: Incurs $511K Net Loss in June 30 Quarter
LOOP CORP: Banco Panamerico No Standing to Appeal, 7th Cir. Says

MEI CONLUX: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
MERIDIAN SUNRISE: Inks 2nd Stipulation to Use Cash Until Sept. 30
MILLER HEIMAN: S&P Assigns Preliminary 'B' CCR; Outlook Stable
MONTREAL MAINE: U.S., Canadian Judges Coordinate to Pay Victims
MOTORCAR PARTS: Wanxiang to Sell 516,000 Common Shares

MOTORCAR PARTS: Amends 1.9 Million Shares Resale Prospectus
MORGANS HOTEL: Chief Executive Officer Resigns
MORGANS HOTEL: Ronald Burkle Complains Over "Observation Rights"
NEONODE INC: Mulls Possible Sale of Licensing Unit
NEWPAGE CORP: Trustee Leads Clawback Blitz Seeking $71MM

NORSE ENERGY: Judge Clears Creditors to Sue Leaders
NNN 3500: Section 341(a) Meeting Scheduled for October 8
NSG HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating
OCEANSIDE CDC SUCCESSOR: Moody's Affirms Ba1 Rating on 2003 Bonds
ORCKIT COMMUNICATIONS: Incurs $1.2-Mil. Net Loss in 2nd Quarter

PARKWAY ACQUISITIONS: Oct. 2 Hearing on Case Dismissal
PATRIOT COAL: Debtor, Peabody in Yet Another Discovery Dispute
PROGUARD ACQUISITION: Provides Business Update to Shareholders
QBEX ELECTRONICS: Sept. 10 Hearing on Exclusivity Extensions
REGENCY ENERGY: Fitch Rates New $500MM Senior Notes Due 2020 'BB'

REGENCY ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B1'
REGENCY ENERGY: S&P Assigns 'BB' Rating to $500MM Sr. Unsec. Notes
REGIONAL EMPLOYERS: Court Dismisses Chapter 11 Case
RESIDENTIAL CAPITAL: Bid to Halt FHFA Suit Goes to Appeals Court
RESOURCES IN HEALTHCARE: Files for Bankruptcy, Lawsuit Halted

REVOLUTION DAIRY: Makes More Disclosures Under Revised Plan
REVOLUTION DAIRY: Claims Treatment Favors Insiders, Committee Says
REVSTONE INDUSTRIES: Parties Disagree on Corporate Governance
ROBERTS HOTELS: Consents to Dismissal of 3 Bankruptcy Cases
SAN BERNARDINO, CA: Commits to Plan 'Outline' for Mediation

SILGAN HOLDINGS: Moody's Rates New Notes Ba2 & Affirms Ba1 CFR
SILGAN HOLDINGS: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
SOURCEGAS LLC: Fitch Affirms 'BB+' LT Issuer Default Rating
SPECIALTY PRODUCTS: Opposes Asbestos Claimants' Plan Disclosures
SPRINT CORP: Moody's Rates New Senior Unsecured Notes 'B1'

SPRINT CORP: S&P Assigns 'BB-' Corporate Credit Rating
SPRINT NEXTEL: Fitch Assigns 'B+' New Issuer Default Rating
SR REAL ESTATE: Seeks Transfer of Venue to Southern California
SR REAL ESTATE: Taps Foley & Lardner as Bankruptcy Counsel
SR REAL ESTATE: Files Schedules of Assets and Liabilities

STATE LINE: Court Rules on Bid to Dismiss Smith Estate Tax Suit
STELERA WIRELESS: Sept. 19 Hearing on Bidding Procedures
STEREOTAXIS INC: Renews Silicon Valley Bank Credit Facility
STOCKTON PUBLIC: S&P Lowers Rating on 2004 & 2009A Bonds to 'D'
T-L BRYWOOD: Court OKs Shepard Schwartz as Accountants

TRAINOR GLASS: Wants Plan Filing Period Extended Until Sept. 9
TRIPLE POINT: S&P Withdraws 'B' CCR Following Acquisition by ION
TRIUS THERAPEUTICS: M. Bemis Amends Complaint on Cubist Merger
TUSA OFFICE: Cannot Avoid Payments & Transfers to Knoll, Ct. Says
VANN'S INC: Trustee Files Lawsuit against Former CEO, CFO

W.R. GRACE: Canada, Montana and Anderson Memorial Lose in Appeals
WALNUT CREEK RDA SUCCESSOR: Moody's Cuts Rating on TABs to 'Ba3'

* Punitive Damages Permitted on Fraudulent Transfers

* Cross & Simon Says Malpractice Suit Is Bid to Skip Legal Bill
* Fitch Says Prime U.S. Credit Card ABS Hit New Milestone
* Fitch Publishes Wynn-Focused Bankruptcy Case Study Report
* Moody's Says Global Auto Manufacturers' Industry Outlook Stable

* Moody's Says Global Reinsurance Industry's Stable Outlook
* Argentina Senate Votes to Re-Open Debt Swap Offer
* CFTC Moves to Safeguard Customer Funds

* Huron Consulting Named 2013 TMA Turnaround of the Year Winner
* Gavin/Solmonese Bags 2013 TMA Transaction of the Year Award

* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without

                            *********

10717 LLC: Court Dismisses Chapter 11 Case
------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
dismissed the chapter 11 case of 10717 LLC.

Bowery LLC, a creditor of 10717 LLC, commenced an adversary
proceeding against the Debtor and others claiming, inter alia,
that Bowery is the equitable owner of the 18 acre-parcel of land
listed on Schedule A of the Debtor's Bankruptcy Petition situated
in Sullivan County, New York.

The Debtor; 135 Bowery LLC; Creditor Galster Funding; Creditor
Ronald Larsen; and, the Creditors Committee had agreed in
principle to a settlement which provides for the sale of the 18
Acre Property as well as the sale of property owned by 135 Bowery
LLC; located in Sullivan County, New York, referenced as Section
32, Block 2, Lot 8.2.

The sale of the 135 Bowery Property was integral to the Debtor's
ability to consummate the sale of the 18 Acre Property; and the
Parties entered into a Stipulation, which was so ordered by the
Court on June 13, 2013, that stated that the Debtor had located a
purchaser, Positive Design & Development, LLC, to purchase both
the 18 Acre Property and the 135 Bowery Property, and the Parties
agreed that contracts of sale for the respective properties would
be fully executed by June 14, 2013 or the within bankruptcy case
would be dismissed.

The So-Ordered Stipulation provided that in the event of a
dismissal, the Order of Dismissal would provide for in-rem relief,
attaching to the 18 Acre Property and preventing the imposition of
the automatic stay in any future bankruptcy filings, within one
year, by the Debtor, its principal or any related entity, and
before the automatic stay may be imposed against the 18 Acre
Property, in a subsequent filing within one year, the Debtor, its
principal or any related entity would be required to move for
relief from the in-rem provision based upon changed circumstances
that would support a determination that the Debtor had reasonable
likelihood of reorganization within a reasonable time, or for good
cause shown, after notice and a hearing.

At a hearing on July 17, 2013, the Court allowed the Debtor final
opportunity to obtain the Contracts, and stated that in the event
the Contracts were not drafted and circulated to the Parties by
July 31, 2013, an Order of Dismissal would issue.  The Debtor has
failed to provide the Contracts for either the 18 Acre Property or
the 135 Bowery Property.

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Charles Petri, the managing member of 10717 LLC, runs the Debtor's
day to day operations.

The Debtor is represented by Bruce Weiner, Esq., at Rosenberg
Musso & Weiner LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.
The Committee is represented by the law office of Ira R. Abel,
Esq.


1ST FINANCIAL: Former CFO to Serve as Consultant
------------------------------------------------
Holly L. Schreiber, 1st Financial Services Corporation's former
executive vice president, chief financial officer and treasurer,
will continue to provide assistance to the Company on a
consultancy basis, as provided in an independent contractor
consulting agreement dated Aug. 14, 2013.  Ms. Schreiber resigned
from her positions effective Sept. 4, 2013.

The Company will pay Ms. Schreiber an hourly rate of $100, not to
exceed $40,000 in the aggregate, and reimburse her for documented
out-of-pocket expenses.

A copy of the Consulting Agreement is available for free at:

                        http://is.gd/HKNJOr

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at June 30, 2013, showed $692.08
million in total assets, $673.09 million in total liabilities and
$18.98 million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


250 AZ: CWCapital Asset Asks Judge to Deny Plan Outline
-------------------------------------------------------
CWCapital Asset Management LLC asked Judge Eileen Hollowell to
deny approval of 250 AZ LLC's disclosure statement, saying it does
not contain "adequate information" for creditors to decide on
whether to support its restructuring plan.

CWCapital criticized in particular 250 AZ's failure to advise
creditors about a previous bankruptcy court ruling that the
company doesn't have ownership interest in the Chiquita Center.

"The majority of the debtor's disclosure statement and plan is
based on the erroneous assumption that the debtor is the rightful
owner of the Chiquita Center," CWCapital said in a court filing.

According to CWCapital, such false assumptions "permeate all
aspects of the debtor's disclosure statement and plan, including
projections that erroneously assume that the debtor will be
entitled to rents from the Chiquita Center for the purposes of
funding its plan."

250 AZ on July 5 filed its disclosure statement, which explains in
detail the company's proposed reorganization plan.

According to the disclosure statement, 250 AZ proposes a 10-year
or 120-month plan.  The plan recognizes the reality of the market
and the need to restructure debt on the company's rental
properties, among other things.

The plan proposes to pay the secured claim of the first mortgage
holder on each rental property and on the development parcels.
250 AZ's personal property, which is secured collateral for the
first mortgage holder, primarily consists of furniture fixtures
and equipment located at the Chiquita Center.

The plan, meanwhile, proposes to pay unsecured creditors in Class
15 a pro rata share of the funds paid to that class.  250 AZ would
pay a minimum of $100,000 to the Class 15 general unsecured
creditors per year over the 10-year period of the plan.  These
creditors would also receive an additional $250,000 per year for
the years six through 10 provided the gross revenues for those
years exceeded $11 million.

250 AZ will fund its restructuring plan from ongoing business
operations, rents, property development, sale or lease of land and
buildings, and from equity capital until sufficient disposable
income can be generated.

CWCapital Asset is represented by:

         Keith C. Owens, Esq.
         Jennifer L. Nassiri, Esq.
         Venable LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Tel: (310) 229-9900
         Fax: (310) 229-9901
         E-mail: kowens@Venable.com
                 jlnassiri@Venable.com

              -- and --

         Lori L. Winkelman, Esq.
         QUARLES & BRADY LLP
         One Renaissance Square
         Two North Central Avenue
         Phoenix, Arizona 85004-2391
         Tel: (602) 229-5452
         Fax: (602) 420-5033
         E-mail: lori.winkelman@quarles.com

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


ABSORBENT TECHNOLOGIES: Bid to Extend Plan Filing Deadline Denied
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon denied a
request by Absorbent Technologies, Inc. for another 60-day
extension to file a Chapter 11 plan and solicit votes from
creditors.

The deadline for ATI to exclusively file a plan expired on Sept.
4, and with the court's decision, creditors and other parties can
now file a rival plan for the company.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.  The Debtor is also
represented by Heather A. Brann, Esq., at Heather A. Brann, PC, in
Portland, Oregon.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ABSORBENT TECHNOLOGIES: Files Revised Application to Hire Stoel
---------------------------------------------------------------
Absorbent Technologies Inc. filed with the U.S. Bankruptcy Court
for the District of Oregon a revised application to hire Stoel
Rives LLP as special counsel nunc pro tunc to May 1, 2013.

The amended application contains additional explanations why Stoel
Rives' approval as special counsel under section 327(e) of the
Bankruptcy Code requires an order entered nunc pro tunc.

In the court filing, ATI argued that the services rendered by
Stoel Rives since May 1 provided benefit to its bankruptcy estate,
which is one important requirement "for allowing entry of a nunc
pro tunc employment authorization order."

ATI said the company, through Stoel Rives' assistance, was able to
meet the deadlines for filing materials required to preserve its
patent and trademark rights.

"Had the filings not been made when they were in and after May 1,
the property rights would have lapsed and a crucial part of
debtor's asset base would have disappeared," ATI said in the court
filing.

ATI tapped the firm to handle "time-sensitive" patent matters
before the U.S. Patent & Trademark Office and in foreign
jurisdictions to preserve the company's patent rights and assets
during bankruptcy proceedings.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.  The Debtor is also
represented by Heather A. Brann, Esq., at Heather A. Brann, PC, in
Portland, Oregon.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ACE ALLIANCE: Federal Judge Dismisses Bankruptcy Petition
---------------------------------------------------------
Jessica Calefati, writing for The Star-Ledger, reported that a
federal judge has dismissed a bankruptcy petition filed several
weeks ago by Women in Support of the Million Man March, a non-
profit group run by longtime Newark activist Fredrica Bey.

According to the report, the best interests of young, low-income
children enrolled in a pre-school run by the group were central to
the dismissal, U.S. Bankruptcy Judge Rosemary Gambardella said
during a hearing on Sept. 4 in Newark.

The non-profit group no longer has any money to run the pre-school
or pay its employees, according to court documents, the report
related.  A trustee appointed by the court to oversee the
bankruptcy said he would have been forced to close the school if
the case moved forward.

"As a fiduciary, the trustee would be required to consider a shut-
down if this case continued," Gambardella said, the report cited.
"The trustee has recommended this case be dismissed, and the court
agrees with the trustee's business judgment."

The pre-school is set to open Sept. 4 for 60 children but it may
not be open for long, the report added.

Women In Support of the Million Man March Inc., a non-profit
organization based in Newark, New Jersey, sought protection under
Chapter 11 of the Bankruptcy Code on July 14, 2013, under the name
of its affiliate, ACE Alliance Inc. (Bankr. D.N.J. Case No. 13-
25376).  The organization filed for bankruptcy after federal
authorities accused its leader, activist Fredrica Bey, of
misspending a $345,325 federal grant.

In 2012, attorneys for the U.S. Department of Justice sued Ms. Bey
and the nonprofit, accusing them of fraud, of improperly spending
the money and then of attempting to "cover up their actions"
during a subsequent investigation.  Nonprofit officials have
denied the allegations in court papers.

Bankruptcy-court papers listed an $8.2 million debt to Wells Fargo
related to a piece of real estate but gave few other details about
the group's finances.  The bankruptcy petition was signed by Ms.
Bey's daughter, Amina Bey, who identified herself as president of
the group.

The Debtor is represented by:

         Donald Troy Bonomo, Esq.
         DONALD T. BONOMO ATTORNEY AT LAW
         185 James Street, First Floor
         Hackensack, NJ 07601
         Tel: (201) 396-9037
         Fax: (201) 917-1366


ALLIED IRISH: AIB Mortgage OKs EUR500 Million Bond Issue
--------------------------------------------------------
AIB Mortgage Bank (AIBMB) agreed a EUR500 million 5-year secured
ACS bond issue under its EUR20 billion Mortgage Covered Securities
Programme.  AIBMB is a wholly owned subsidiary of AIB.  This 5
year deal was priced at a spread over mid-swaps of 180 basis
points.

The deal was well placed across c.90 international investors and
supports AIB's stated objective to engage with the market in a
balanced and measured manner.

                       About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALL STATE ASSET: Lawsuit v. IRS & Drury Remanded to State Court
---------------------------------------------------------------
The action ALL STATE ASSET MANAGEMENT, LLC, Plaintiff v. INTERNAL
REVENUE SERVICE, DEPARTMENT OF THE TREASURY, MARY ELLEN DRURY,
POCONO ADVANTAGE REAL ESTATE, LLC, ROBERT RAZZAN AND VIRGINIA
RAZZAN, Defendants, Case No. 4:11-CV-1009 (D. M.D.Pa.) was filed
to bar and enjoin, Mary Ellan Drury from attacking the validity of
All State Asset's title in a real property located at Lot 28,
Commanche Pines Road, Chestnuthill Township, Monroe County,
Pennsylvania.  The action was commenced in a Pennsylvania state
court and was later moved to the district court.

Ms. Drury was the previous owner of the Property.  At the time it
was sold, the Property was subject to three liens.  Defendant
United States held one lien for assessed, unpaid federal taxes.
Defendants Pocono Advantage Real Estate, LLC, and Robert and
Virginia Razzan each also held liens in their favor against the
Property.

Defendant United States brought counterclaims in the action, and
sought that the Property be foreclosed upon, sold, and the
proceeds applied to the outstanding tax liabilities.  The Court
entered judgment in favor of the United States.  However, the case
was stayed for several months on account of All State Asset's
Chapter 11 bankruptcy proceedings (Bankr. M.D.Pa., Case No. 12-
03633) commenced in June 2012.

The Case was reopened on October 2, 2012, and the United States
immediately filed a motion to vacate the Court's Order to sell the
Property, explaining that Plaintiff and Defendant had reached an
agreement to settle the tax liabilities and the federal tax lien
had been released from the Property.  The United States also filed
a motion to dismiss all the claims against it and to remand the
case to state court.

In an Aug. 6, 2013 Order available at http://is.gd/l8HlM8from
Leagle.com, District Judge Matthew Brann granted the United
States' Motion to Vacate Order of Sale of Real Property and Motion
to Dismiss and to Remand to State Court.  The United States is
dismissed from the action with prejudice and the matter shall be
remanded to the Court of Common Pleas of Monroe County,
Pennsylvania.  Plaintiff's Motion to Strike Default Judgment is
also granted as moot.

All State Asset Management, LLC is represented by Edward J.
Kaushas, Esq. -- ekaushas@kaushaslaw.com -- of the Law Offices of
Edward J. Kaushas.


AMC ENTERTAINMENT: Parent Proposed IPO No Impact on Fitch Ratings
-----------------------------------------------------------------
AMC Entertainment Holdings, Inc.'s (parent of AMC Entertainment,
Inc. [AMC]) registration filing relating to an initial public
offering of common stock has no current impact on AMC's ratings,
according to Fitch Ratings.

AMC is nearly 100% owned by Dalian Wanda Group (Wanda), who
purchased AMC in 2012 (management/executives hold a small
ownership percentage). Fitch viewed the change of ownership to
Wanda as a credit positive due its commitment to invest $500
million in additional capital ($100 million has been contributed),
which Fitch expects to be used over the next 3-5 years. The
contribution made in 2012 included $50 million used to reduce
debt. Fitch expects the remaining funds to go toward theater
circuit improvements.

According to the filing, AMC intends to offer $400 million of
common stock, which will be used for general corporate purposes,
which may include capital expenditures and retirement of
outstanding debt. Fitch expects AMC's investment in theater
improvements over the next few years to offset most of the
company's expected growth in cash from operations. Fitch has
modeled capital expenditure spending of $240 million and $290
million in 2013 and 2014, respectively. The increased capital
expenditures will drive Fitch's calculated FCF to range from
negative $25 million to positive $25 million over the next few
years. LTM free cash flow (FCF) at June 30, 2013 was $67 million.

Key Rating Drivers

-- AMC's ratings reflect Fitch's belief that movie exhibition will
   continue to be a key promotion window for the movie studios'
   biggest/most profitable releases.

-- The ratings continue to reflect AMC's scale as the second
   largest domestic movie exhibitor, with 343 theaters and 4,937
   screens. Fitch believes large scale provides for geographic
   diversity and benefits when negotiating with vendors and movie
   studios.

-- For the long term, Fitch continues to expect that the movie
   exhibitor industry will be challenged in growing attendance and
   any potential attendance declines will offset some of the
   growth in average ticket prices. The ratings factor in the
   intermediate-/long-term risks associated with increased
   competition from at-home entertainment media, limited control
   over revenue trends, pressure on film distribution windows, and
   increasing indirect competition from other distribution
   channels (such as VOD and other OTT services). AMC and its
   peers rely on the quality, quantity, and timing of movie
   product, all factors out of management's control.

-- Industry fundamentals have benefitted from a strong film slate
   that produced midsingle-digit growth in 2012 and roughly flat
   performance to date in 2013. The 2013 film slate has been solid
   and has included some highly anticipated movies such as 'Iron
   Man 3,' 'Despicable Me 2', 'Man of Steel' and 'Monsters
   University.' The film slate for the remainder of 2013 includes
   'Thor: The Dark World'', 'The Hunger Games: Catching Fire,' and
   'The Hobbit: The Desolation of Smaug.' The 2014 film slate
   includes movies from highly successful franchises such as The
   Hunger Games, The Hobbit, X-Men, Spider-Man, Transformers, 300,
   and Fast & Furious. Fitch recognizes the hit-driven nature of
   the industry that could influence attendance growth year-over-
   year.

Leverage and Liquidity

Fitch calculates June 30, 2013 LTM EBITDA margins of 15.1%
(excludes NCM distribution), an improvement from 12.8% at June 30,
2012. Recognizing the hit cyclical nature of the industry, and the
volatility this can cause to revenues and EBITDA, Fitch expects
AMC to hold EBITDA margins at or above 12% for the 'B' rating.

EBITDA growth and debt reduction has reduced gross unadjusted
leverage to 4.9x (EBITDA includes NCM distribution and debt is
based on face value) Fitch's base case incorporates AMC managing
leverage under 5.0x.

AMC's liquidity is supported by $134 million of cash on hand, $150
million of availability on its revolving credit facility, and the
additional investment from Wanda to fund capital improvements.

The company has a manageable maturity schedule, which consists of:

-- Revolver due in 2018;
-- $600 million in senior unsecured notes due in 2019;
-- $775 million term loan and $600 million in subordinated notes
   due 2020.

Recovery Ratings

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates an
adjusted, distressed enterprise valuation of $1.4 billion using a
5 times (x) multiple and including an estimate for AMC's 16% stake
in National CineMedia LLC (NCM) of approximately $150 million.

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91% to 100% expected
recovery is reasonable. While Fitch does not assign Recovery
Ratings for the company's operating lease obligations, it is
assumed the company rejects only 30% of its remaining $2.3 billion
(calculated at a net present value) in operating lease commitments
due to their significance to the operations in a going-concern
scenario and is liable for 15% of those rejected values. The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of average recovery (31% - 50%).

In Fitch's recovery rating analysis, Fitch assumes a nominal
concession payment is made to the subordinate debt holders in
order to secure their support of a reorganization plan. The
'CCC+/RR6' rating for AMC's senior subordinated notes reflects
Fitch's expectation for nominal recovery.

Rating Sensitivities

Positive Trigger: Positive momentum in the rating could be
triggered if AMC further reduced debt levels and demonstrated
sustained interest coverage above 3.0x and leverage below 4.5x. In
strong-performing box office years, metrics may be higher in order
to provide a cushion for weaker box office years.

Negative Trigger: Secular events that lead Fitch to believe there
would be a significant long-term downward trend in the industry.
In the shorter term, interest coverage below 2.0x could lead to a
negative rating action.

Fitch currently rates AMC as follows:

AMC
-- IDR 'B';
-- Senior secured credit facilities 'BB/RR1';
-- Senior unsecured notes 'B/RR4';
-- Senior subordinated notes 'CCC+/RR6'.

The Rating Outlook is Stable.


AMERICAN DENTAL: Moody's Lowers CFR to 'B3'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded American Dental Partners,
Inc.'s ("ADPI") Corporate Family Rating to B3 from B2, and its
senior secured credit facilities, including its $205 million
senior secured term loan and $36 million revolving credit
facility, to B2 from B1. The rating outlook is negative. The
rating action reflects the recent deterioration in the company's
internal and external liquidity sources, as well as reduced
headroom under the company's credit facility financial covenants
due to the deterioration in the company's EBITDA, combined with
approaching step-downs over the next several quarters.

The downgrade reflects Moody's view that ADPI's liquidity and key
credit metrics have weakened materially, and are unlikely to
improve to levels appropriate for a B2 over the near term. Moody's
believes the company's continued aggressive de novo growth
strategy and the challenging consumer spending environment are the
prevailing factors that will continue to constrain ADPI's earnings
and cash flow over the next 12 to 18 months.

Following is a summary of Moody's rating actions.

Ratings downgraded:

American Dental Partners, Inc.

  Corporate Family Rating to B3 from B2

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

  $36 million senior secured first lien revolving credit facility
  to B2 (LGD 3, 42%) from B1 (LGD 3, 42%)

  $205 million senior secured first lien term loan to B2 (LGD 3,
  42%) from B1 (LGD 3, 42%)

The rating outlook is negative.

Ratings Rationale

ADPI's B3 Corporate Family Rating reflects the company's small
absolute size based on revenue and earnings, high financial
leverage, and modest interest coverage relative to other single-B
rated companies. Also constraining the rating is the limited
availability under the company's external liquidity sources and
weak cushion under credit facility financial covenants. In
addition, ADPI's rating is constrained by legal proceedings with
certain affiliated practices, which present underlying risks and
uncertainty to the company's future operating performance.

However, ADPI's credit profile benefits from its solid market
presence within the growing dental practice management ("DPM")
industry. Moody's expects the company to continue to pursue an
aggressive de novo growth and acquisition strategy over the
intermediate-term. Although Moody's expects this strategy to
constrain near-term profit margins and free cash flow, the rating
is supported by the company's flexibility to reduce de novo growth
if desired, and its ability to then deploy free cash flow toward
debt reduction.

The negative rating outlook reflects Moody's expectation that the
company's key credit metrics will remain weak, that the consumer
spending environment will remain challenging, and availability
under the company's liquidity sources will remain limited over the
next 12 to 18 months.

The ratings could be downgraded if the company's key credit
metrics or liquidity profile further deteriorate. In addition, the
ratings could be downgraded if the company faces a material
adverse litigation outcome, or if the company engages in any debt-
financed acquisitions.

Given ADPI's weak credit metrics and constrained liquidity, a
rating upgrade over the near-term is unlikely. Over the longer-
term, the ratings could be upgraded if the company can demonstrate
revenue and EBITDA growth such that debt to EBITDA declines below
5.0 times, free cash flow to debt is sustained above 4%, and
availability under liquidity sources and covenant headroom
improves.

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

Headquartered in Wakefield, Massachusetts, American Dental
Partners, Inc. ("ADPI") is a leading provider of dental practice
management ("DPM") services in the United States. The company
provides dental facilities, support staff and comprehensive
business support functions under management services agreements
("MSA") to its affiliated dental groups. ADPI provides all
services necessary for the administration of the non-clinical
aspects of the dental operations (e.g. organizational planning, IT
support, and financial reporting) while the affiliated practices
are responsible for providing dental care to patients. American
Dental Partners is privately-owned by financial sponsor JLL
Partners, Inc. During the twelve months ended June 30, 2013, the
company generated net revenues of approximately $287 million.


AMES DEPARTMENT STORES: Second Amended Plan Filed
-------------------------------------------------
BankruptcyData reported that Ames Department Stores filed with the
U.S. Bankruptcy Court Second Amended Chapter 11 Plan and related
Disclosure Statement.

According to the Disclosure Statement, "The Plan is a
straightforward mechanism for liquidating the Debtors' assets.
Under the Plan, an initial Distribution will occur on the
Effective Date or as soon as practicable thereafter to satisfy
Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed Priority Non-Tax Claims, and Indenture Trustee Fees, i.e.,
the reasonable and documented compensation, fees, expenses,
disbursements, and indemnity claims of the Indenture Trustees and
their attorneys, advisors, and agents (up to $125,000 per
Indenture Trustee). Additional Distributions will be made to
holders of Allowed Note and General Unsecured Claims to the extent
the Debtors have sufficient available cash to make Distributions
to such Claimholders. If the Debtors do not have sufficient
available cash to make Distributions to such Claimholders, the
balance of the Debtors' Assets, once Professional Fee Claims are
paid, will be distributed to one or more reputable charitable
organization(s) pursuant to the Plan."

                  About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.


AMERICAN ROADS: Sheds $830-Million Debt in Bankruptcy
-----------------------------------------------------
Bloomberg News reported that American Roads LLC, operator of the
mile-long Detroit-Windsor Tunnel linking the U.S. to Canada, won
court approval of a turnaround plan to shed $830 million in debt
from swaps and bonds issued after a private-equity buyout.

According to the report, U.S. Bankruptcy Judge Burton R. Lifland
confirmed the plan in Manhattan. The deal transfers ownership of
Detroit-based American Roads from the investment company Alinda
Capital Partners LLC, which holds stakes in London's Heathrow
Airport and other infrastructure projects, to the financial
insurer Syncora Guarantee Inc. in exchange for $334 million in
swap liability.

Under the plan, holders of $496 million in bonds due in 2026 will
receive nothing, though their rights to insurance claims will
remain intact, the report related.  Lifland ruled Aug. 28 that an
ad-hoc group of the bondholders didn't have legal standing in the
case and couldn't object to the reorganization.

The ruling was issued about a month after American Roads sought
court protection from creditors, blaming the city's falling
population, reduced traffic, natural disasters, increased federal
regulations and lower-than-forecast revenue from four toll roads
in Alabama, the report noted.

American Roads filed the July 25 bankruptcy petition because it
couldn't meet obligations under the swaps and bonds, which were
issued in 2006 as part of a financial restructuring after the
acquisition by Alinda, court filings show, the report recalled.
Alinda, based in Greenwich, Conn., owns infrastructure projects in
North America and Europe that serve about 100 million people a
day, according to its website.

                     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.

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.


AMINCOR INC: Grants 120,000 Options to Executives, Employees
------------------------------------------------------------
Pursuant to a unanimous written consent, dated as of Aug. 19,
2013, the Board of Directors of Amincor, Inc., approved the grant
of options to purchase common stock to John R. Rice, III,
president, Joseph F. Ingrassia, vice-president and Robert L.
Olson, director and certain management and employees of the
Company and certain officers and employees of its subsidiary
companies.  Messrs. Rice, Ingrassia and Olson were each granted
120,000 options.

The options granted have an exercise price of $1.00, based on the
estimated fair market value of the Company's share price on the
date of the grant.  Fifty percent of the options vest and are
exercisable on the first anniversary of the grant date
and 100 percent of the options vest and are exercisable on the
second anniversary of the grant date, so long as certain optionees
are still employed by the Company or its subsidiaries.  The
options are valid for five years from the grant date and will
expire thereafter.  Each optionee will sign a Non-Qualified Stock
Option Agreement with the Company which more fully details the
terms and conditions of the grant.

                        About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company operating
through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.

The Company's balance sheet at June 30, 2013, showed $33.75
million in total assets, $36.03 million in total liabilities and a
$2.27 million total deficit.


AMREP CORP: Settles with PBGC, to Pay $3.2MM to Pension Plan
------------------------------------------------------------
AMREP Corporation entered into a settlement agreement with the
Pension Benefit Guaranty Corporation.  The PBGC is a wholly-owned
United States government corporation established under the
Employee Retirement Income Security Act of 1974, as amended, to
administer the pension plan termination insurance program created
by ERISA.

The Company has a defined benefit retirement plan for which
accumulated benefits were frozen and future service credits were
curtailed as of March 1, 2004.  Due to the closing of certain
facilities in connection with the consolidation of the Company's
Subscription Fulfillment Services business and the associated work
force reduction, ERISA has given the PBGC the right to require the
Company to accelerate the funding of approximately $11,688,000 of
accrued pension-related obligations to the Company's defined
benefit pension plan.  In August 2012, the Company and the PBGC
entered into an agreement pursuant to which the Company made a
$3,000,000 cash contribution to the pension plan on Aug. 16, 2012.

In the Settlement Agreement, the PBGC has agreed to forbear from
asserting certain rights to obtain payment of the remaining
$8,688,000 accelerated funding liability granted to it by ERISA,
and the Company has agreed (a) to pay $3,243,000 of the
accelerated funding liability as a cash contribution to its
pension plan not later than Sept. 9, 2013, and (b) to provide
first lien mortgages on certain real property with a current
aggregate appraised value of $10,039,000 in favor of the PBGC to
secure the unpaid amount of the accelerated funding liability.  In
addition, the PBGC has agreed to credit the $426,000 of
contributions made by the Company to the pension plan in excess of
the 2012 minimum funding requirements towards the accelerated
funding liability, so that, after the $3,243,000 payment, the
remaining accelerated funding liability is $5,019,000.

On an annual basis, the Company is required to provide updated
appraisals on each mortgaged property and, if the appraised value
of the mortgaged properties is less than two times the amount of
the accelerated funding liability then outstanding, the Company is
required to make a payment to its pension plan in an amount equal
to one-half of the amount of the shortfall.  The mortgages in
favor of the PBGC will be discharged following the termination
date of the Settlement Agreement.  In connection with the
Settlement Agreement, the Company has made certain representations
and warranties and is required to comply with various covenants,
reporting requirements and other requirements, including making
all required minimum funding contributions to its pension plan.
The Company's failure to comply with its obligations under the
Settlement Agreement may result in an event of default, which
would permit the PBGC to repossess, sell or foreclose on the
properties that have been mortgaged in favor of the PBGC.

If the Company complies with the terms of the Settlement
Agreement, including making all required minimum funding
contributions to its pension plan and any payments required due to
any shortfall in the appraised value of the mortgages, the Company
will not be required to make any further cash payments to its
pension plan with respect to the remaining accelerated funding
liability.

The Settlement Agreement is scheduled to terminate on the earlier
of the date the accelerated funding liability has been paid in
full or on Aug. 30, 2018.  Effective on the termination date of
the Settlement Agreement, the PBGC will be deemed to have released
and discharged the Company and any other members of its controlled
group from any claims in connection with such member's liability
or obligations with respect to the accelerated funding liability.

The Settlement Agreement does not address any future events that
may accelerate any other accrued pension plan obligations.  The
Company may become subject to additional acceleration of its
remaining accrued obligations to the pension plan if the Company
closes other facilities and further reduces its work force.

A copy of the Settlement Agreement is available for free at:

                        http://is.gd/nWrEl9

                         About Amrep Corp.

AMREP Corporation's Media Services business, conducted by its
Kable Media Services, Inc., and Palm Coast Data LLC subsidiaries,
distributes magazines to wholesalers and provides subscription and
product fulfillment and related services to publishers and others,
and its AMREP Southwest Inc. subsidiary is a major landholder and
leading developer of real estate in New Mexico.

Amrep Corp. reported a net loss of $1.14 million for the year
ended April 30, 2012, a net loss of $7.56 million for the year
ended April 30, 2011, and a net loss of $9.48 million for the
fiscal year ended April 30, 2010.

The Company's balance sheet at April 30, 2012, showed $203.03
million in total assets, $128.39 million in total liabilities and
$74.64 million in total shareholders' equity.


B.L. MCCANDLESS: Dist. Ct. Rules on Bid to Dismiss Wal-Mart Suit
----------------------------------------------------------------
The action LINDA LANDAN, HOLLY AND LINDSEY, LLC, JEFFREY J.
KIKIRICA, Trustee for B.L. McCANDLESS, LP., B.L. McCANDLESS, LP,
BROAD LAND PA, LLC, BLAZIER DRIVE, LLC, Plaintiffs, v. WAL-MART
REAL ESTATE BUSINESS TRUST, WAL-MART STORES EAST, LP, WAL-MART
STORES, INC., S. ROBSON WALTON, President, BRIAN CORNELL,
President Wal-Mart Real Estate, MICHAEL T. DUKE, EVP, CHARLES M.
HOLLEY, JR., CFO, Walmart Realty, Defendants, Case No. 2:12CV926
(D. Penn.) is seeking damages arising from a land development
agreement that contemplated the construction of a "225 prototype"
Wal-Mart supercenter.  The parties dispute the degree to which
they were bound to complete their mutual undertaking.

The Defendants moved to dismiss the action.

District Judge David Stewart Cercone granted in part and denied in
part the Motion to Dismiss.  The motion is granted as to
plaintiffs' claim for fraud (Count IV) and all claims against the
individual defendants (Counts I-IV).  Plaintiffs' claims for
promissory estoppel (Count II) is dismissed without prejudice to
renew in the event the record demonstrates that its reinstatement
is the only way to avoid injustice.  The allegations advanced at
Count III are deemed to be incorporated into Count I.  Count III
will be dismissed as an independent cause of action.  Ms. Landan's
claims in her individual capacity will be dismissed as to Count I,
II and IV and dismissed as to Count II without prejudice to its
reinstatement in the event that further proceedings become
warranted on Count II.  The motion is denied in all other aspects.

A copy of the District Court's August 5, 2013 Opinion is available
at http://is.gd/udiVCTfrom Leagle.com.

On Aug. 8, 2009, B.L. McCandless filed for bankruptcy due to
demands within its agreement relating to the Wal-Mart supercenter
Wal-Mart's failure to close on the transaction; and plaintiffs'
lenders' refusal to extend or refinance the loans on the
properties.  Jeffrey J. Sikirica was appointed trustee of the B.L.
McCandless' estate.  Linda Landan is a managing member of B.L.
McCandless.

Plaintiffs LINDA LANDAN, HOLLY AND LINDSAY, L.L.C., JEFFREY J.
SIKIRICA, B.L. MCCANDLESS, L.P., BROAD LAND PA, L.L.C., and
BLAZIER DRIVE, L.L.C., are represented by Marvin Leibowitz, Esq. -
- marvleibo@yahoo.com -- of Marvin Leibowitz & Associates, at One
Bigelow Square, #619, Pittsburgh, PA 15219.

Defendants WAL-MART REAL ESTATE BUSINESS TRUST, WAL-MART STORES
EAST, L.P., WAL-MART STORES, INC, S. ROBSON WALTON, BRIAN CORNELL,
MICHAEL T. DUKE, and CHARLES M. HOLLEY, JR, are represented by
Ronald W. Crouch, Esq. -- rcrouch@mcguirewoods.com -- and Kevin S.
Batik, Esq. -- kbatik@mcquirewoods -- of McGuire Woods.


BEST BUY: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed its long-term Issuer Default Rating
(IDR) on Best Buy Co., Inc. (Best Buy) at 'BB-'. The Rating
Outlook has been revised to Stable from Negative.

Key Rating Drivers

The ratings reflect Fitch's expectation that top line and EBITDA
will remain under pressure through 2013. While Best Buy has
dominant market shares in many categories, Fitch estimates that
the majority of product categories in which Best Buy operates are
in a secular decline, and the only bright spots are mobile,
tablets, and appliances. However, Fitch has increasing conviction
that management's investments in sharper pricing funded by cutting
excess costs and changing the revenue mix towards these higher
growth and higher margined products could stem losses both in the
top line and EBITDA over the next 24 to 36 months.

Managing the Business Model Risk: Best Buy has been struggling to
defend its share against the onslaught of competitive pressure
from e-tailers and discounters. Moreover, the online channel has
grown faster, and taken share away from, the bricks and mortar
channel. As such, Best Buy has seen negative comparable store
sales (comps) for the past seven of nine quarters. EBITDA declined
20% in 2012 and 38% in the first quarter of 2013, excluding
discontinued operations related to Best Buy Europe. Second quarter
results point towards some stabilization with domestic comps down
slightly at 0.4% (the domestic business accounts for 84% of sales
and close to 90% of EBITDA). Online domestic comps increased 10.5%
and Fitch estimates store level comps at around negative 1%.
Overall EBITDA was essentially flat in the second quarter as gross
profit decline (due to greater investment in price
competitiveness, higher inventory shrinkage, and increased product
warranty-related costs) was offset by lower SG&A costs.

While Best Buy has dominant market shares in many categories,
Fitch estimates that the majority of product categories in which
Best Buy operates are in a secular decline and presents a
significant headwind to the overall mix of the business. Fitch
estimates that these categories - mainly computing ex-tablets,
entertainment and consumer electronics - will decline in the high
single digits over the next three years, given the lack of new
product introductions, price deflation, and shift towards digital
products.

The only growth areas are mobile, tablets, and appliances. Fitch
expects these three categories in aggregate carry higher gross
margins than the company average and expects these businesses in
total to grow in the low double digits over the next three years.

Management is making concerted efforts to reduce square footage
dedicated to negative growth and very low margin areas such as
entertainment (physical media) and to shift mix towards the higher
growth and more profitable categories. In addition, these
initiatives are being supported by dedicating more space to
strategic partners such as Samsung and Microsoft.

Based on the current mix of the business and assuming no active
management of the product offering, Fitch expects that sales will
continue to decline in the low single digit range and gross
margins will gravitate towards the 22%-23% range over the next 24-
36 months. However, changing the product mix towards higher growth
categories could stabilize the business over the intermediate
term.

Leverage Expected to Increase: Fitch expects EBITDA to be around
$2 billion in 2013, versus $2.4 billion in 2012 and $3 billion in
2011 (excluding Best Buy Europe). As a result, adjusted
debt/EBITDAR is expected to increase to 3.0x in 2013 versus 2.7x
in 2012 and 2.9x for the LTM period. Fitch expects leverage could
creep up to the mid-3.0x range over the next 24 months on modest
top line decline, some gross margin decline due to continued price
investments offset by some cost reduction. However, should sales
stabilize or turn slightly positive, EBITDA could return to 2012
level of $2.4 billion.

Strong Liquidity Position: Best Buy had $1.9 billion of cash and
unused domestic revolver capacity of over $2.0 billion at Aug. 3,
2013. This reflects the company's new $500 million 364-day
domestic senior unsecured RCF that replaced the previous $1
billion facility due August 2013. The downsize in the facility was
offset by approximately $650 million in cash proceeds from Best
Buy's sale of its 50% interest in Best Buy Europe to Carphone
Warehouse Group plc during second quarter 2013.

Best Buy has suspended its share repurchase program since first
quarter 2012 to preserve liquidity. The company still pays regular
dividend annualized at $220 million -$230 million.

Fitch expects free cash flow (FCF; after dividends) to be around
$300 million in 2013 assuming a negative working capital swing of
$350 million. The company can sustain FCF in this range assuming
working capital swings are neutral in 2014 and 2015 based on
Fitch's EBITDA expectations.

In July 2013, Best Buy issued $500 million of 5% notes due in
August 2018 and used the net proceeds to repay the $500 million of
6.75% notes due July 15, 2013. The next maturity of unsecured
notes is March 2016.

Rating Sensitivities

Negative Rating Action: A downgrade could be caused by the
following factors, individually or collectively: worse-than-
expected sales declines in the mid-single-digit range versus
Fitch's low single-digit-range projections; significant gross
margin declines, without any significant offset from cost savings,
thereby putting further pressure on EBITDA; or adjusted leverage
above the low-4x range.

Positive Rating Action: Fitch would need to see stabilization in
comps trends and EBITDA on a sustainable basis to consider a
positive rating action.

Fitch has affirmed its ratings on Best Buy as follows:

-- Long-term IDR at 'BB-';
-- Bank credit facilities at 'BB-';
-- Senior unsecured at 'BB-'.

The Rating Outlook has been revised to Stable from Negative.


BIOMET INC: Moody's Rates $865MM Term Loan 'B1'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Biomet, Inc.'s
new $865 million US dollar denominated term loan, due 2017. This
new US term loan will refinance the company's Euro denominated
term loan due July 2017. At close of this transaction, the rating
for the Euro term loan will be withdrawn. The rating outlook is
stable. At the same time, the company's other ratings (including
its B2 Corporate Family Rating) remain unchanged.

Ratings assigned:

Biomet, Inc.

  $865 million US Term Loan due 2017 at B1 (LGD 3, 35%)

Ratings Rationale

"This tax efficient transaction does not involve additional debt
for Biomet," said Diana Lee, a Moody's Senior Credit Officer.

Biomet's B2 Corporate Family Rating largely reflects its very high
financial leverage and overall weak financial strength ratios.
However, the rating also reflects the company's relatively large
size compared to other B2 companies and its solid presence in
reconstructive implants. Biomet competes with better capitalized
players including Johnson & Johnson (Aaa), Stryker (A3) and Zimmer
(Baa1). While an aging population will help support long term
demand, the sector will see ongoing volume and pricing pressure
because of weakness in the global economy, as well as hospital
cost savings initiatives, a transition to new value based
reimbursement models and high competition. The reconstructive
market will continue to evolve to one where product innovation is
more critical and thus Moody's anticipates higher R&D spending and
potentially greater movement of market share over time.

The stable outlook reflects Moody's expectation that, although
financial leverage remains very high and reconstructive use rates
and pricing pressures continue, top-line growth rates will remain
at least at market levels, supported by new product launches. The
ratings could be upgraded if the company is able to demonstrate
its ability to sustain at or above-market growth rates in core
hips and knees and continue deleveraging such that debt/EBITDA and
FCF/debt approach 5.0 times and 5%, respectively, and appear
sustainable, the ratings could be upgraded. The ratings could be
downgraded if a large debt financed transaction, a recall action
or material loss in market share that results in higher leverage
or declining cash flow such that EBITA/interest approaches 1.0
time or debt/EBITDA exceeds 7.0 times, could result in a
downgrade. A change in Biomet's capital structure, such as a
reduction in the amount of junior subordinated debt or an increase
in the amount of secured debt, could result in a downgrade of the
B3 senior unsecured notes to Caa1, even in the absence of a change
in the CFR.

Biomet's SGL-2 Speculative Grade Liquidity Rating reflects the
company's good liquidity position, characterized by modest free
cash flow, declining but still adequate cash levels, and the
presence of two external liquidity facilities. Biomet should be
able to fund all basic cash requirements through internal sources
during the next twelve months. Biomet had cash of about $356
million at May 31, 2013.

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

Biomet, Inc., headquartered in Warsaw, Indiana, is a global
manufacturer of orthopedic products and is among the leaders in
the U.S. reconstructive market. Biomet is owned by a private
equity consortium, consisting of the Blackstone Group, Goldman
Sachs Capital Partners, and Kohlberg Kravis Roberts.


BIOMET INC: S&P Assigns 'BB-' Rating to $865MM Secured Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' debt rating
and '2' recovery rating to Biomet Inc.'s proposed $865 million
secured term loan maturing in July 2017.  The ratings reflect
expectations of substantial (70%-90%) recovery in the event of
default.  Proceeds of the loan will be used to retire the
company's EUR659 million loan.

The ratings on Warsaw, Ind.-based medical products manufacturer
Biomet Inc., including the 'B+' corporate credit rating, reflect
the company's "satisfactory" business risk profile and "highly
leveraged" financial risk profile, according to S&P's criteria.
Biomet's satisfactory business risk profile reflects the
relatively stable nature of its industry, its relatively full
orthopedic product offerings, and favorable long-term volume
trends.  These strengths are offset by the company's somewhat
narrow focus in the orthopedic industry and pricing pressure.
Biomet's "highly leveraged" financial risk profile reflects S&P's
expectations for minimal debt reduction, a ratio of funds from
operations to total debt between 5% and 10%, and debt to EBITDA to
remain more than 5x.

RATING LIST

Biomet Inc.
Corporate credit rating              B+/Stable/--

Ratings Assigned
Biomet Inc.
$865 million term loan due 2017      BB-
   Recovery rating                    2


BMB MUNAI: Director Troy Nilson Resigns
---------------------------------------
Troy Nilson resigned from the board of directors of BMB Munai,
Inc., on Aug. 29, 2013.  Mr. Nilson also resigned from the Audit,
Compensation and Corporate Governance and Nominating Committees of
the Company's board of directors.

To the knowledge of the Company and its executive officers, Mr.
Nilson's resignation was not the result of any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.  The Company expresses its gratitude and
recognition to Mr. Nilson for his
valuable service to the board of directors and our Company.

                           About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai incurred a net loss of $3.08 million for the year ended
March 31, 2013, as compared with a net loss of $139.21 million for
the year ended March 31, 2012.  The Company's balance sheet at
June 30, 2013, showed $10.08 million in total assets, $9.08
million in total liabilities, all current, and $1 million in total
shareholders' equity.

Hansen, Barnett & MAaxwell, P.C., in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that BMB Munai has no continuing operations that
result in positive cash flow.  This situation raises substantial
doubt about its ability to continue as a going concern.


BOREAL WATER: Inks $900,000 ABL Facility with Woodbridge
--------------------------------------------------------
Boreal Water Collection, Inc., has entered into a $900,000 asset-
based loan with Riverdale Funding, LLC, an affiliate of Woodbridge
Structured Funding LLC.  The "Commercial Real Estate Mortgage
Note" is effective as of Aug. 27, 2013, and has a maturity date of
Aug. 26, 2014.  The interest rate is 12 percent per annum,
computed daily on a 360 day year.

The Noteholder is Woodbridge Mortgage Investment Fund 1, LLC.

According to the terms of the Note, the Company made an interest
payment of $1,500 on the effective date of the Note.  Thereafter,
payments of $9,000 are due on the first day of each successive
month commencing with October, 2013, through August of 2014.  All
remaining unpaid interest and the Note principal are due on the
maturity date.  If the Company has met all its obligations under
the Note, it may extend the term of the Note for one year upon
notice and the payment of a commitment fee of $54,000.

The Note is personally guaranteed by Company President, Treasurer,
Chief Executive Officer, Chief Financial Officer and sole member
of the Board of Directors Mrs. Francine Lavoie; as well as by
Christopher Umecki, Company vice president of operations.

The Note is secured by the "Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing," on the Company's
Bottling Plant and Executive Offices located at 4494-4496 State
Road 42 North, Kiamesha, NY 12751.  The Mortgage is also dated
Aug. 27, 2013.  Woodbridge is the mortgagee.

                          About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
June 30, 2013, showed $3.50 million in total assets, $3.94 million
in total liabilities and a $437,292 total stockholders'
deficiency.

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


CASA CASUARINA: Owners Settle Rothstein Trustee Dispute
-------------------------------------------------------
Law360 reported that the owners of Gianni Versace's former South
Beach mansion on Sept. 3 asked a Florida bankruptcy court to sign
off on a settlement giving the estate of Ponzi schemer Scott
Rothstein's law firm 10 percent of the proceeds of an upcoming
auction of the property.

According to the report, Casa Casuarina LLC, which owns the
opulent mansion where the fashion designer was gunned down in
1997, filed a motion to approve a prepetition settlement with the
trustee for Rothstein Rosenfeldt Adler PA, who had alleged a
$4.92 million secured claim.

                       About Casa Casuarina

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


CATHEDRAL CITY RDA SUCCESSOR: Moody's Cuts 2007 TAB Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
rating on the Successor Agency of Cathedral City Redevelopment
Agency's (CA) Series 2007A and 2007B Tax Allocation Bonds. The
bonds are secured by a pledge of tax increment revenues from the
Agency's Merged Redevelopment Project Area.

Rating Rationale

The downgrade and Ba3 rating primarily reflect the very narrow
coverage on an annual and semiannual basis. The weak coverage is
due to a decline in assessed value and the dissolution of
redevelopment agencies (now known as successor agencies), which
shifts pledged revenue cash flow to a semiannual basis. However,
possible revenue shortfalls could be offset by additional cash
reserves from unspent bond proceeds. Additionally, the bonds
benefit from their senior pledge, which adds a layer of credit
strength if cash flows prove insufficient on a combined basis. In
the long-term, Moody's expects eventual steady assessed value
growth to return coverage to sum-sufficient levels.

Strengths

- Additional cash reserves of unspent bond proceeds can pay debt
   service if needed

- Senior legal pledge on rated bonds

Challenges

- Very narrow annual coverage of all debt

- Low wealth levels of city residents

What Could Move The Rating - UP

- Sustained coverage levels above one times

- Substantial improvement in wealth levels

What Could Move The Rating - DOWN

- Use of reserves without significantly improved coverage levels

- Ongoing assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


CENGAGE LEARNING: Second Lien Trustee's Statement, Objection Filed
------------------------------------------------------------------
BankruptcyData reported that multiple parties -- including Cengage
Learning's ad hoc group of first lien lenders, JPMorgan Chase Bank
and Wilmington Trust, National Association -- filed with the U.S.
Bankruptcy Court statements in connection with Cengage Learning's
official committee of unsecured creditors motion seeking an order
continuing the hearings concerning approval of the Debtors'
Disclosure statement and confirmation of the Plan of
Reorganization to dates no earlier than October 25, 2013 and
December 10, 2013, respectively.

The ad hoc group states, "The Debtors previously have stated that
a swift exit from bankruptcy is critical to maximizing the value
of the Debtors' businesses, particularly in light of the high
'selling' season at the beginning of calendar year 2014.
Accordingly, the Debtors have moved quickly and efficiently to
file their Plan (as is the Debtors' exclusive right) and schedule
related hearings to consider the adequacy of the Disclosure
Statement and confirmation of the Plan (the 'Hearings') that would
permit the Debtors to emerge by year end, a view which the First
Lien Group shares."

BankruptcyData reported that Cengage Learning's Second Lien
Trustees filed with the U.S. Bankruptcy Court a statement in
support of the motion seeking an order continuing the hearings.

The trustees state, "By this Joinder and Preliminary Objection,
the Second Lien Trustee joins the Committee's request to continue
the hearing on approval of the Disclosure Statement for Debtors'
Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code and objects to approval of the Disclosure
Statement, which lacks information fundamental to the confirmation
of any chapter 11 plan in these cases. As the Continuation Motion
notes, the Disclosure Statement is a mere shell document filed
solely to ensure the Debtors' compliance with the Restructuring
Support Agreement and the arbitrary self-serving timeframe that
the Debtors' first lien creditors have attempted to impose on the
Debtors, the Debtors' other creditors and this Court. In their
haste to comply with the first lien creditors' schedule, the
Debtors have filed a patently unconfirmable Plan and related
Disclosure Statement...Indeed, the Plan described in the
Disclosure Statement is so lacking in fundamental information that
it contains one single conclusory statement on the valuation that
purportedly will dictate creditor recoveries and does not contain
a liquidation analysis or sufficient descriptions of how material
litigation will be addressed to enable any impaired class of
creditors to make an informed judgment on how to vote on the Plan
or evaluate the Plan's compliance with many provisions of
Bankruptcy Code section 1129.3 The reason why the Disclosure
Statement is lacking in this vital information is apparent - the
information does not exist -- thus rendering consideration of the
Disclosure Statement premature at best."

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.  Arent Fox LLP is the
proposed counsel for the Committee.  FTI Consulting, Inc., serves
as financial advisor to the Committee.  Moelis & Company LLC
serves as investment banker to the Committee.


CHAMPION INDUSTRIES: Amends Credit Agreement with Fifth Third
-------------------------------------------------------------
Fifth Third Bank, as administrative agent, the lenders, Champion,
all its subsidiaries and Marshall T. Reynolds entered into a First
Amendment to First Limited Forbearance and Waiver and Second
Amendment to Amended and Restated Credit Agreement dated Aug. 28,
2013.  The August 2013 Forbearance Amendment provides for a
decrease of the Revolving Credit Commitments from $10,000,000 in
aggregate to $8,000,000 in the aggregate, modifies certain
financial covenants and consents to sale of certain assets of the
Champion Industries.  A copy of the First Amendment is available
for free at http://is.gd/rtelo0

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.

As of April 30, 2013, the Company had $41.96 million in total
assets, $47.70 million in total liabilities and a $5.74 million
total shareholders' deficit.


CHAMPION INDUSTRIES: Sr. VP Jeff Straub Quits
---------------------------------------------
Jeffery J. Straub resigned as senior vice president of Champion
Industries, Inc., effective Aug. 30, 2013, according to a
regulatory filing.

                    About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.

As of April 30, 2013, the Company had $41.96 million in total
assets, $47.70 million in total liabilities and a $5.74 million
total shareholders' deficit.


CHINA FRUITS: Reports $19,550 Net Income in Second Quarter
----------------------------------------------------------
China Fruits Corp. filed its quarterly report on Form 10-Q,
reporting net income of $19,550 on $854,553 of sales for the three
months ended June 30, 2013, compared with a net loss of $168,198
on $598,827 of sales for the same period last year.

The Company reported a net loss of $242,196 on $1.59 million of
sales for the six months ended June 30, 2013, compared with a net
loss of $248,647 on $1.63 million of sales for the corresponding
period of 2012.

"The net income during the second quarter of 2013 was due
primarily to the grant from government in amount of $197,478,
which was to encourage our contribution in modern agriculture.  We
had loss from operation without the government grant."

"The net loss during the six months ended June 30, 2013, was about
the same as the comparative period in 2012, indicating the
benefits from expansion in domestic market were offset by the
sales decrease in oversea markets."

The Company's balance sheet at June 30, 2013, showed $5.52 million
in total assets, $3.23 million in total liabilities, and
stockholders' equity of $2.29 million.

As of June 30, 2013, the Company had an accumulated deficit of
$2.15 million.

A copy of the Form 10-Q is available at http://is.gd/f8pqws

Headquartered in Nan Feng County, Jiang Xi Province, P.R.C., China
Fruits Corp. was incorporated in the State of Delaware on Jan. 6,
1993 as Vaxcel, Inc.  On Dec. 19, 2000, CHFR changed its name to
eLocity Networks Corporation.  On Aug. 6, 2002, CHFR further
changed its name to Diversified Financial Resources Corporation.
The principal activities of CHFR at that time was seeking and
consummating a merger or acquisition opportunity with a business
entity.  On May 12, 2006, CHFR was re-domiciled to the State of
Nevada.

On May 31, 2006, CHFR completed a stock exchange transaction with
Jiangxi Taina Guo Ye Yon Xian Gong Si ("Tai Na").  Tai Na was
incorporated as a limited liability company in the P.R.C. on
Oct. 28, 2005, with its principal place of business in Nanfeng
Town, Jiangxi Province, the P.R.C.  Tai Na is principally engaged
in manufacturing, trading, and distributing of Nanfeng tangerine,
and operating franchise retail stores for fresh fruits through its
wholly-owned subsidiary, Tai Na International Fruits (Beijing) Co.
Ltd.

                           *     *     *

As reported in the TCR on April 19, 2013, Lake & Associates CPA's
LLC, in Schaumburg, Ill., in its report on China Fruits Corp.'s
consolidated financial statements for the fiscal year ended
Dec. 31, 2012, said that the Company's accumulated deficit and
negative cash flow from operations raise substantial doubt about
the Company's ability to continue as a going concern.


CHINA SHIANYUN: New OTCBB Symbol is "SAYC"
------------------------------------------
China Shianyun Group Corp., Ltd., formerly known as China Green
Creative, Inc., disclosed that its new OTCBB symbol was changed to
"SAYC", effective Aug. 30, 2013.

China Shianyun was merged with and into China Green
effective as of July 26, 2013.  As a result of the merger, the
Company's corporate name was changed to "China Shianyun Group
Corp., Ltd."

                        About China Shianyun

China Shianyun Group Corp., Ltd., a Nevada Corporation, was
incorporated on Aug. 17, 2006, under the name of Glance, Inc.  On
Jan. 21, 2009, the Company changed its name to China Green
Creative, Inc.  CGC and its subsidiaries are principally engaged
in the distribution of consumer goods in the People's Republic of
China.

China Green disclosed net income of $635,873 on $6.87 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $344,901 on $1.92 million of revenue during the prior
year.  The Company's balance sheet at June 30, 2013, showed $6.60
million in total assets, $7.44 million in total liabilities and a
$838,903 total stockholders' deficit.

Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company does not have the necessary
working capital to service its debt and for its planned activity,
which raises substantial doubt about its ability to continue as a
going concern.


CITIGROUP INC: DBRS Rates Preferred Shares Rating at 'BB(high)'
---------------------------------------------------------------
DBRS Inc. has placed the long and short-term ratings of Citigroup
Inc., including its Issuer & Senior Debt Rating of "A", its R-1
(middle) Short-Term Instruments Rating and Citibank, N.A.'s A
(high) Deposits & Senior Debt and its R-1 (middle) Short-Term
Instruments Rating Under Review with Negative Implications.

This rating action follows DBRS's announcement that it has removed
the Bank Holding Company "A" rating floor, and the related A
(high) operating bank rating floor, for banks that were designated
as critically important banking organizations (CIBs) in the United
States.

With the removal of the rating floor, DBRS will review the
Company's fundamentals and intrinsic rating level.  DBRS's review
will also incorporate any improvements at Citigroup and its
subsidiaries in its assessment.  Previously, DBRS has indicated
that both Citigroup's final debt ratings as well as the final debt
ratings of its primary banking subsidiaries each incorporated one
notch of uplift from DBRS' intrinsic assessments due to the
application of the rating floor in the U.S.

The review is expected to be completed within 90 days.

Issuer                 Debt Rated          Rating Action  Rating
------                 ----------          -------------  ------
Citigroup Inc.          Issuer & Senior     UR-Neg.        A
                         Debt

Citigroup Inc.          Subordinated Debt   UR-Neg.        A(low)

Citigroup Inc.          Short-Term          UR-Neg.        R-1
                         Instruments                      (middle)

Citigroup Inc.          Preferred Shares    UR-Neg.       BB(high)

Citibank, N.A.          Deposits & Senior   UR-Neg.       A(high)
                         Debt

Citibank, N.A.          Short-Term          UR-Neg.        R-1
                         Instruments                      (middle)

Associates Corporation  Issuer & Senior     UR-Neg.        A
of North America        Debt

Associates Corporation  Subordinated Debt    UR-Neg.       A(low)
of North America

Associates Corporation  Short-Term           UR-Neg.       R-1
of North America        Instruments                      (middle)

Associates First        Issuer & Senior      UR-Neg.       A
Capital Corporation     Debt

Associates First        Subordinated Debt    UR-Neg.       A(low)
Capital Corporation

Associates First        Short-Term           UR-Neg.       R-1
Capital Corporation     Instruments                      (middle)

Citibank Canada         Deposits & Senior    UR-Neg.       A(high)
                         Debt

Citibank Canada         Short-Term           UR-Neg.       R-1
                          Instruments                     (middle)

Citigroup Finance       Issuer & Senior      UR-Neg.       A
Canada Inc.             Debt

Citigroup Finance       Short-Term           UR-Neg.       R-1
Canada Inc.             Instruments                      (middle)

Citigroup Global        Issuer & Senior      UR-Neg.       A
Markets Holdings Inc.   Debt

Adam Capital Trust III  Trust Preferred      UR-Neg.       A(low)
                         Securities

Adam Statutory Trust    Trust Preferred      UR-Neg.       A(low)
III                     Securities

Adam Statutory Trust    Trust Preferred      UR-Neg.       A(low)
IV                      Securities

Adam Statutory Trust    Trust Preferred      UR-Neg.       A(low)
V                       Securities

Citibank International  Deposits & Senior    UR-Neg.       A(high)
plc                     Debt

Citibank International  Short-Term           UR-Neg.       R-1
plc                     Instruments                      (middle)

CitiFinancial Credit    Issuer & Senior      UR-Neg.       A
Company                 Debt

Citigroup Capital III   Trust Preferred      UR-Neg.       A(low)
                         Securities

Citigroup Capital IX    Trust Preferred      UR-Neg.       A(low)
                         Securities

Citigroup Capital X     Trust Preferred      UR-Neg.       A(low)
                         Securities

Citigroup Capital XI    Trust Preferred      UR-Neg.       A(low)
                         Securities


CORD BLOOD: Sues Tonaquint, et al., Over Convertible Note
---------------------------------------------------------
Cord Blood America, Inc., filed a complaint in the United States
District Court for the District of Utah, Central Division, against
Tonaquint, Inc., and St. George Investments, LLC, for fraud in
inducement, breach of agreement, breach of implied covenant of
good faith and fair dealing and unjust enrichment.

In 2011, Cord Blood entered into a Note and Warrant Purchase
Agreement with SGI.  Pursuant to the 2011 SGI Agreement, SGI paid
the Company $250,000 and executed and delivered six secured buyer
notes to the Company.  Each of the six secured buyer notes was in
the amount of $125,000, for a total of $750,000.

In return, the Company granted SGI (a) a secured convertible
promissory note in the principal amount of $1,105,500 and (b) a
warrant to purchase Cord Blood common stock.

Consequently, Cord Blood was concerned about the dilutive effect
its Convertible Stock Debt had on its share price and its many
shareholders.  Additionally and among other concerns, Cord Blood
was also concerned about being in default under the existing
promissory notes if the note holders sought to convert debt into
common stock and Cord Blood could not satisfy the requests because
it had already issued the maximum amount of common stock
authorized by the Company's shareholders.

Accordingly, Cord Blood resolved to take steps to eliminate all or
a significant portion of its Convertible Stock Debt over time.  In
furtherance of this goal, Cord Blood took steps to become "cash
flow positive," eliminating any need for the Company to take on
any additional Convertible Stock Debt in its current form, to fund
operations.

Based on these and other representations, Cord Blood agreed to
execute a Convertible Stock Elimination Agreement in the two
phases.

"Despite repeated representations to the contrary, after Phase One
was completed, Defendants have failed to complete Phase Two as
agreed.  Additionally, contrary to Defendants repeated
representations, (a) SGI has failed to execute the Amended SGI
Note; (b) Defendants have not allowed CBAI to amortize the Notes
consecutively, instead demanding that CBAI perform under the Notes
simultaneously; and (c) Defendants have conspired to prevent CBAI
from prepaying both notes," the Company states in the Complaint.

Accordingly, Cord Blood asks the Court to enter an order
rescinding the Second SGI Note, SGI Note, Warrant and their
related documents.  Cord Blood also seeks to enjoin the Defendants
from foreclosing on the Notes or seeking to seize or sell the
Company's assets.  Morever, Cord Blood seeks to recover from the
Defendants not less than $75,000 exclusive of interest and costs.

A full-text copy of the complaint is available for free at:

                        http://is.gd/4PwK7x

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood disclosed a net loss of $3.49 million on $5.99 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $6.51 million on $5.07 million of revenue during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$6.37 million in total assets, $5.76 million in total liabilities
and $606,561 in total stockholders' equity.

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CUMULUS MEDIA: Dial Global Buyout Plan No Moody's Rating Impact
---------------------------------------------------------------
Moody's Investors Service said Cumulus Media Inc. (B2 stable)
recently announced it would acquire Dial Global, Inc. (not rated)
for $260 million (10.1x EBITDA pre-synergies, or 3.9x EBITDA after
planned synergies). Dial Global is the second largest radio
network programmer with revenues of $217 million and provides
news, sports, prep, talk and music programming among other
services. Financing for the cash purchase will come largely from
the announced sale of 53 stations in 12 small to mid-sized markets
to Townsquare Radio LLC (B2 stable) for roughly $238 million (7.3x
EBITDA, including working capital adjustments). In addition,
Cumulus plans to exchange another 15 of its stations in two small
and mid-sized markets for five stations in Fresno, CA (market rank
#68) from Townsquare Radio. The acquisition of Dial Global adds to
Cumulus' existing radio network operations and results in no
immediate change in ratings given debt-to-EBITDA ratios remain
high (7.2x as of June 30, 2013, pro forma for the transaction,
including Moody's standard adjustments).

Headquartered in Atlanta, GA, Cumulus Media Inc. is the largest
pure-play radio broadcaster in the U.S. with approximately 460
stations (including under LMAs) in 95 markets pro forma for the
announced transactions. Cumulus will also operate the 2nd largest
radio network serving roughly 10,000 U.S. radio stations. The
company is publicly traded with Crestview Radio Investors, LLC
owning an estimated 27.5% interest adjusted for the exercise of
penny warrants. The Dickey family owns 8.2% with Canyon Capital
Advisors LLC owning roughly 11% of common shares, and the
remainder being widely held. Net revenues pro forma for
acquisitions and divestitures totaled roughly $1.2 billion for LTM
June 30, 2013.


DAYBREAK OIL: Acquires Interest in Shallow Oil Play in Kentucky
---------------------------------------------------------------
Daybreak Oil and Gas, Inc., has acquired a 25 percent working
interest in approximately 6,100 acres in two large contiguous
acreage blocks in the Twin Bottoms Field in Lawrence County,
Kentucky.  App Energy, LLC, is the operator of the project and
owns the remaining 75 percent working interest.  Pursuant to a
joint operating agreement between App and Daybreak, the two
companies have committed to drill three shallow horizontal oil
wells in the Berea Oil Sand, which is at approximately 1,500 feet
with over 50 drilling locations identified on the leases.
Vertical gas wells currently on the leases have penetrated the
Berea Oil Sand with log and other data indicating potential proved
oil reserves are present in these reservoirs.  In this same area
of Lawrence County, Kentucky, over 40 horizontal oil wells have
been drilled in the Berea Sand in the past year with substantial
initial oil production rates along with associated natural gas.
Oil reserves per well are expected to have an estimated ultimate
recovery of 50,000 barrels of oil with estimated well cost of
approximately $800,000 per completed well depending on the length
of the lateral production leg of the well.  The first well in the
initial three well program is expected to spud on Sept. 3, 2013.

The Company has also favorably amended its credit facility with
Maximilian Investors LLC as part of this transaction.  Under the
terms of the amended and restated credit facility, the Company's
initial credit line has increased from $20 million to $50 million
and its interest rate decreased from 18 percent to 12 percent per
annum.  The amended and restated credit facility also provides for
Maximilian to loan funds to the Company under a separate $40
million credit line to be loaned by the Company to App, primarily
to fund its drilling operations.  The funds initially loaned to
App will accrue interest at 16.8 percent per annum and subsequent
advances will accrue interest at 12 percent per annum.  App's
obligations to the Company are secured by a lien on and security
interest in substantially all of App's property, including
substantially all of its oil and gas interests in Kentucky.  As a
result of Maximilian introducing the Kentucky transaction with App
to the Company, Maximilian was issued 6.1 million shares of the
Company's common stock on a fully-diluted basis and a warrant to
purchase 6.1 million shares of the Company's common stock on a
fully-diluted basis at $.10 per share.  The Company has also
granted to Maximilian a net profits interest of 50 percent of its
net profits after the Company has recovered its costs from its
Kentucky drilling operations with App.

James. F. Westmoreland, president and chief executive officer,
commented, "This transaction is a perfect complement to our
California operations with similar characteristics; such as
shallow oil, low risk, and moderate cost to drill and complete.  A
major benefit to Daybreak is that the Kentucky wells have initial
production rates that are substantially higher than our California
wells.  We anticipate the production rates will level out to
approximately the same rates as our California wells within a year
of being brought into production  With the addition of these new
Kentucky properties to our California properties, the Company
expects to see a significant improvement in its cash flow and
earnings.  We are also pleased to team up with App, an operation
that has personnel experienced in oil and gas operations in the
Appalachian Basin of Kentucky.  Their expertise brings significant
value to the operation and we look forward to a long working
relationship with them.  We are also pleased that Maximilian
brought this transaction to us, and as a result we were able to
favorably amend our credit facility.  This will allow us to not
only participate in the Kentucky project while continuing our
development of our California project, but it will also give us
the opportunity to seek other projects with similar
characteristics that will complement our ongoing operations in
California and Kentucky."

Additional information is available for free at:

                        http://is.gd/KwNtW2

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.  As of May 31, 2013, the Company had $3.68
million in total assets $7.68 million in total liabilities and a
$4 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2013.  The independent auditors noted that
Daybreak Oil suffered losses from operations and has negative
operating cash flows, which raises substantial doubt about its
ability to continue as a going concern.


DESIGNLINE CORP: Loses Bid to Keep Ch. 11 in Delaware
-----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge ruled on Sept. 4
that the Chapter 11 proceeding for alternative fuel bus
manufacturer DesignLine Corp. should be moved from the First State
to North Carolina, where the company is headquartered, agreeing
with an argument from unsecured creditors that it would make more
sense for the case.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
noted that all of the company's physical assets are in North
Carolina and many of the key players are within traveling distance
of the Tar Heel State.

DesignLine Corporation and DesignLine USA LLC sought Chapter 11
protection (Bankr. D. Del. Lead Case Nos. 13-12089 and 13-12090)
on Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  Mark D. Collins, Esq., and Michael Joseph
Merchant, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtors' counsel.  Nelson Mullins Riley & Scarborough, LLP, is the
Debtors' general bankruptcy counsel.  The Debtors' financial
advisor is GGG Partners LLC.  The Debtors estimated assets and
debts of at least $10 million.


DETROIT, MI: Steps Up Push to Raze Thousands of Derelict Buildings
------------------------------------------------------------------
Matthew Dolan, writing for Daily Bankruptcy Review, reported that
at a sprawling, abandoned public-housing complex that once was
home to Motown music legends, a backhoe clawed into a wall
Wednesday to mark the city's renewed campaign against blight.

According to the report, Detroit Mayor Dave Bing stood next to
U.S. Department of Housing and Urban Development Secretary Shaun
Donovan to oversee the beginning of the demolition the 78-year-old
Frederick Douglass Homes complex, which officials said had become
a haven for criminals, a drain on police and firefighting
resources, and a drag on property values.

                    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.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DICKINSON COUNTY: Fitch Affirms 'BB-' Rating on $22.81MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $22,815,000
fixed rate bonds, series 1999, issued by Dickinson County
Healthcare System (DCHS).

The Rating Outlook is revised to Negative from Stable.

Security

The bonds are secured by a pledge of net revenues, investment
income, and bond funds under the indenture agreement.

Key Rating Drivers

Continued Financial Weakening: The Negative Outlook reflects a
considerable decline in DCHS's overall financial profile through
the seven-month interim period ended July 31, 2013, after posting
better than historical results in the fiscal year ended (FYE) Dec.
31, 2012.

Operating Losses In Interim Period: Impacted by challenged
inpatient utilization, profitability took a sharp turn in 2013 as
DCHS posted operating losses of $3.8 million through the interim
period. Management is implementing various financial initiatives
to stem losses, and has begun to see signs of recovery in the
month of July.

Very Low Liquidity: Unrestricted cash and investments declined
further to $11.2 million at July 31, 2013 from $14.8 million at
FYE 2012 due to continued capital investments and low operating
cash flow. Liquidity metrics are weak compared to Fitch's below
investment-grade medians.

Insufficient Mads Coverage: Coverage of maximum annual debt
service (MADS) was 0.1x in the interim period, compared to 1.5x in
fiscal 2012. However, DCHS has postponed the issuance of a $9
million USDA loan, which was anticipated in 2012 and was
incorporated in Fitch's last review. While cash flow is expected
to improve with the receipt of meaningful use funds in September,
DCHS may be in danger of violating its debt service coverage
covenant in fiscal 2013.

Leading Market Position: DCHS continues to maintain its dominant
market position of 76% in its primary service area (PSA), which is
an improvement over the last few years.

Rating Sensitivities

New Debt Postponed: A downgrade is precluded at this time as
Fitch's 2012 rating downgrade to 'BB-' from BB+' incorporated an
additional $9 million of debt that has been postponed
indefinitely, allowing some room for negative variance at the
'BB-' rating.

Financial Improvement Expected: Fitch expects DCHS to continue
realizing benefits from its expense reduction programs, and
improve profitability by year-end. Inability to curb losses or
further deterioration in liquidity levels would lead to negative
rating action.

Credit Profile

DCHS is a 96-bed acute care hospital providing primary and
secondary services located in Iron Mountain, on Michigan's Upper
Peninsula. In fiscal 2012, DCHS generated total revenues of $84.3
million.

Improved Profitability in 2012 Followed By Losses in 2013

Profitability improved in fiscal 2012, supported by favorable
reimbursement increases, participation in the 340b pharmacy
program, and expense management. Operating margin of -1.0% in
fiscal 2012 was improved from -3.8% in 2011, and operating EBITDA
margin of 6.6% in 2012 was better than 4.4% in 2011. However, the
seven-month interim period ended July 31, 2013 showed
significantly weakened profitability with operating and operating
EBITDA margins of -7.7% and 0%, respectively. Management
attributes the decline in volume to the general economy, plans
with higher deductible and co-pays, and regional and national
trend of declining inpatient utilization.

To manage lower volumes, management is in the process of
implementing numerous financial initiatives including outsourcing
certain services, self-pay assistance, and staffing reductions.
The target is to reduce expenses by $4.7 million in 2013, which
would translate to a full-year impact of $8.8 million in 2014.
Also, DCHS expects to receive $1.5 million in Medicare meaningful
use funds in September, which should provide a considerable boost
to operating income and cash flow. DCHS is beginning to see
evidence of recovery, and the month of July saw improvement in
both inpatient and outpatient volumes at above budgeted levels.

Leading Provider As a Sole Community Hospital

DCHS is designated as a sole community provider, as its closest
competitor is approximately 43 miles away. Given its geographic
location, DCHS continues to hold a dominant market position, with
76% of inpatient market share in 2012. Outpatient market share was
similarly strong at 78% in 2012. DCHS continued to enhance its
service offerings in the last year, opening a wound care clinic
and adding physicians in cardiology, urology and ENT.

Very Low Liquidity

Liquidity declined further in 2013, with $11.2 million of
unrestricted cash and investments at July 31, 2013 compared to
$14.8 million at FYE 2012 and $19.9 million at FYE 2010. Liquidity
metrics of 46.9 days cash on hand, 2.7x cushion ratio, and 39.9%
cash to debt compare unfavorably against Fitch's below investment-
grade medians of 73.2 days, 5.4x and 53.0%, respectively, and is a
key credit concern.

Weak Debt Service Coverage

Due to weak profitability and EBITDA generation, coverage of MADS
was very low through the interim period at 0.1x, compared to 1.5x
in fiscal 2012. MADS of $4.17 million declines steadily over the
next 11 years, and drops to $374,000 in 2025. MADS coverage is
expected to improve significantly in September, when $1.5 million
in meaningful use funds are received. However, DCHS remains at
risk of violating its debt service coverage covenant in fiscal
2013, which would require a consultant call-in.

Debt and Capital Plans On Hold

At the time of Fitch's last review, DCHS had received approval for
a $9 million USDA financing to build a new medical office building
to support its collaborations with Marquette General Hospital.
Fitch incorporated this new issue into the last analysis. However,
the plans are currently on hold as DCHS updates its strategic
direction. Management indicated the medical office building is not
essential to the continued operations of DCHS, and will be
reconsidered at a later time. There is a capital freeze across the
organization and only $3.8 million of the $13.3 million capital
budget for 2013 is expected to be spent. Capital spending for the
following years will also be limited to essential projects until
financial condition improves.

At June 30, 2013, DCHS had $28 million of debt outstanding,
consisting of series 1999 fixed-rate bonds and 2004 fixed-rate
loan with First National Bank. DCHS does not have any swaps
outstanding.

Disclosure

DCHS provides annual and quarterly disclosure to the Municipal
Securities Rulemaking Board's EMMA System. Disclosure to Fitch has
been timely and extremely thorough.


DOW CORNING: 6th Cir. Vacates Allowance of 4 Opt-Out Claims
-----------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit reversed and
remanded for further proceedings a district court opinion that
involves allowance of claims related to implants manufactured by
Dow Corning Corporation.

The appeals case is DOW CORNING CORPORATION, Appellant,
v. SHEILA CAFFREY; CHRISTINA GIBSON; HILDA McANDREW; REBECCA
YOUNG, Appellees, No. 12-1253 (6th Cir.).

Claimants on appeal are four women who alleged they were injury by
silicone breast implants made by the Debtor.  They opted out of a
court-approved global settlement and instead participated in an
alternative dispute resolution process (ADR) -- where the mediator
would use a protocol and award damages binding on the Debtor but
not on the claimant.

The Claimants on appeal submitted to mediation and were awarded
substantial damages.  But those awards were never paid as the
Debtor went on to file for bankruptcy protection.  So the
claimants eventually filed claims in the bankruptcy court.  In
2012, the district court allowed the claims.

In a July 29, 2013 Opinion, the Sixth Circuit concluded that the
counsel for the Claimants did not take the ministerial steps
necessary to render the Claimants' agreements enforceable under
the language of Texas Rule of Civil Procedure 11.

A copy of the Sixth Circuit's Opinion is available at
http://is.gd/TYBxc8from Leagle.com.

                      About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


E*TRADE FINANCIAL: S&P Affirms 'B-' Senior Unsecured Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
E*TRADE Financial Corp. (E*TRADE), including its 'B-' counterparty
credit rating and 'B-' senior unsecured debt ratings.  S&P also
affirmed its ratings on E*TRADE Bank, including its 'B+/B'
counterparty credit ratings and certificate of deposit ratings.
At the same time, S&P revised the outlook on both entities to
positive from stable.

The outlook revision to positive reflects E*TRADE Bank receiving
regulatory approval from the Office of the Comptroller of the
Currency (OCC) to upstream $100 million of dividends in third-
quarter 2013 to the holding company.  "This approval reflects, in
our opinion, a vote of confidence from the OCC, E*TRADE Bank's
primary regulator, that the company has made significant progress
on its strategy and capital plan," said Standard & Poor's credit
analyst Charles Rauch.

E*TRADE intends to seek approval to upstream $100 million of
dividends per quarter.  If the holding company receives dividends
for several quarters, it will be in a stronger financial position,
in our opinion, to pay down outstanding debt and potentially
achieve a higher rating.

The ratings on E*TRADE reflect its well-recognized brand name but
weak market position in the cyclical retail-brokerage space.
Lingering asset-quality problems in the bank's large residential
mortgage loan portfolio, which is in run-off mode, and the large
amount of debt at the holding company also weigh on the ratings.
The holding company had $1.8 billion of long-term debt as of
mid-year 2013--a high amount that limits the rating. E*TRADE's
next large debt maturity is the $435 million 6.75% notes due 2016.
The $505 million 6% notes due 2017 are callable in late 2014.

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

Asset-quality problems at E*TRADE Bank's residential mortgage loan
portfolios, which had been a primary factor behind the company's
weak profitability during the past five years, are no longer as
much of a constraint on the ratings.  Although these portfolios
are still sizable, they are in rapid run-off mode.  One-to-four
family residential first-lien mortgage loans totaled $5.0 billion
as of mid-year 2013, down from $6.0 billion as of mid-year 2012.
Home equity lines totaled $3.8 billion and $4.7 billion at the
same respective periods.  As the residential mortgage loan book
continues in run-off mode, employment improves, and the national
housing market recovers, S&P expects the quality of the remaining
portfolio will gradually improve.

"The positive outlook reflects our view that, if E*TRADE continues
to obtain regulatory approval over the next several quarters to
upstream dividends to the holding company and the holding company
accumulates cash dividends that we expect it will use to pay down
a material amount of debt by this time next year, we could upgrade
the company," said Mr. Rauch.

Alternatively, if fundamental performance were to slide and the
regulators deny E*TRADE Bank permission to upstream dividends to
the holding company through 2014 or the holding company squanders
any dividends it receives (for example, share buybacks), S&P could
lower the ratings.


EASTMAN KODAK: Registers New Class of Securities
------------------------------------------------
Eastman Kodak Company registered a new class of common stock, par
value $0.01 per share, initially issued pursuant to the Plan upon
its effectiveness, warrants to purchase shares of common stock at
an exercise price of $14.93 and warrants to purchase shares of
common stock at an exercise price of $16.12.  All previously
issued and outstanding shares of the Company's common stock and
all other previously issued and outstanding equity interests in
the Debtors were cancelled upon the effectiveness of the Plan.

In a separate filing, Eastman Kodak registered 4.79 million shares
of common stock issuable under the 2013 Omnibus Incentive Plan for
a proposed maximum aggregate offering price of
$57.22 million.  A copy of the Form S-8 prospectus is available
for free at http://is.gd/UlZvnD

On Jan. 19, 2012, Eastman Kodak and its certain of its
subsidiaries filed voluntary petitions for relief under chapter 11
of title 11 of the United States Code in the United States
Bankruptcy Court for the Southern District of New York, Case No.
12-10202.  On Aug. 23, 2013, the Bankruptcy Court confirmed the
revised First Amended Joint Chapter 11 Plan of Reorganization of
Eastman Kodak Company and its Debtor Affiliates.

                         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.


EMPRESAS INTEREX: Oct. 2 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
convene a hearing on Oct. 2, 2013, at 9 a.m., to consider the
adequacy of the First Amended Disclosure Statement explaining
Empresas Interex, Inc.'s Chapter 11 Plan.

As reported in the Troubled Company Reporter on Aug. 26, 2013, the
first amended disclosure statement provide for these treatment of
claims:

   * The claim of DF Services, LLC, the Plan sponsor, estimated to
amount to $7,547,006, is impaired.  DF's claim will be satisfied
through the transfer of the Debtor's residential project on the
effective date of the Plan.  In consideration of the transfer of
the Property, DF's claim will be reduced to $6,870,728, and DF
will fund the 50% payment to be made to Holders of Allowed General
Unsecured Claims.

   * The claim of the Debtor's shareholder, Universidad
Interamericana de Puerto Rico, estimated to amount to $360,440, is
impaired, but is estimated to recover 100% of the allowed amount.
The Allowed Claim of the University, bearing an annual interest at
2% over the prime rate, with a floor of 6%, collateralized by a
parcel of land of 1,598 square meters at PR-830, Bayamon, Puerto
Rico, will be paid on the basis of $1,953 per month, including
principal and interest at 4.25% per annum, over a period of 25
years.

   * Allowed General Unsecured Claims, estimated to total
$175,694, are impaired and are estimated to recover 50% of the
total allowed amount.  Holders of Allowed General Unsecured Claims
will be paid pro-rata from the $87,847 to be provided by DF.

A full-text copy of the First Amended Disclosure Statement, dated
Aug. 19, 2013, is available for free at:

          http://bankrupt.com/misc/EMPRESAS_ds0819.pdf

The Debtor is represented by Charles A. Cuprill, Esq. --
ccuprill@cuprill.com -- at CHARLES A. CUPRILL P.S.C. LAW OFFICES,
in San Juan, Puerto Rico.

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


ENGLOBAL CORP: Closes Sale of Gulf Coast Operations for $20-Mil.
----------------------------------------------------------------
ENGlobal Corporation successfully completed the sale of its Gulf
Coast engineering and in-plant operations to Furmanite America,
Inc., a subsidiary of Furmanite Corporation.  The total
consideration of the transaction to ENGlobal was approximately $20
million, consisting primarily of cash funded at closing.  The
Company will use the cash proceeds from the transaction to repay
its outstanding debt under its existing credit facility and for
working capital purposes.  Further terms of the transaction were
not disclosed.

ENGlobal will retain its Engineering operations and the entirety
of its Automation operations located in Houston, TX, Tulsa, OK,
Mobile, AL, Denver, CO, and Chicago, IL, which perform project
execution services primarily to the energy industry.  The Company
previously announced that it intended to concentrate on its core
Engineering and Automation segments in these markets and target
specific engineered solutions, utilizing both in-house and third
party intellectual property.

ENGlobal also announced that it has entered into a one year, $10
million credit facility with its lender, which will be used for
working capital purposes, as needed, and will allow the Company
additional time to analyze its long-term capital needs.

"The completion of this transaction with Furmanite is a
significant milestone for ENGlobal," said Mr. William A. Coskey,
P.E., chairman and chief executive officer of ENGlobal.  "Now, as
a stronger company, we plan to return our attention to strategic
growth. I would like to personally thank all of our employees,
especially those in our Gulf Coast operations, for their patience
throughout this process and commend the transition team for their
efforts."

Mr. Coskey, continued, "I have great respect for Furmanite's
management team and have no doubt that our Gulf Coast employees
are in good hands.  We look forward to working with Furmanite on
future projects."

                          About ENGlobal

Headquartered in Houston, Texas, ENGlobal --
http://www.ENGlobal.com-- is a provider of engineering and
related project services principally to the energy sector
throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and Engineering
& Construction.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.  The Engineering & Construction
segment provides consulting services relating to the development,
management and execution of projects requiring professional
engineering as well as inspection, construction management,
mechanical integrity, field support, quality assurance and plant
asset management.  ENGlobal currently has approximately 1,400
employees in 11 offices and 9 cities.

The Company's balance sheet at March 30, 2013, showed
$70.79 million in total assets, $43.51 million in total
liabilities, all current, and $27.28 million in total
stockholders' equity.

                          Going Concern

"The Company has been operating under difficult circumstances
since the beginning of 2012.  For the year ended December 29,
2012, the Company reported a net loss of approximately $33.6
million that included a non-cash charge of approximately $16.9
million relating to a goodwill impairment and a non-cash charge of
approximately $6.8 million relating to a valuation allowance
established in connection with the Company's deferred tax assets.
During 2012, our net borrowings under our revolving credit
facilities increased approximately $10.5 million to fund our
operations.  Due to challenging market conditions, our revenues
and profitability declined during 2012 and continued to weaken
through the first quarter of 2013.  As a result, we have failed to
comply with several financial covenants under our credit
facilities resulting in defaults.  Although we have sold assets,
reduced debt and decreased personnel in an attempt to improve our
liquidity position, we cannot assure you that we will be
successful in obtaining the cure or waiver of the defaults under
our credit facilities.  If we fail to obtain the cure or waiver of
the defaults under the facilities, the lenders may exercise any
and all rights and remedies available to them under their
respective agreements, including demanding immediate repayment of
all amounts then outstanding or initiating foreclosure or
insolvency proceedings.  In such event and if we are unable to
obtain alternative financing, our business will be materially and
adversely affected, and we may be forced to sharply curtail or
cease our operations.  As a part of our efforts to improve our
cash flow and restore our financial relationship with our lenders
under the PNC Credit Facility, we engaged an investment banking
firm to pursue strategic alternatives on behalf of the Company and
a consulting firm to assist the Company with cost cutting efforts.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 30, 2013.


ENVISION ACQUISITION: S&P Assigns 'B' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Twinsburg, Ohio-based pharmacy benefit manager
(PBM) Envision Acquisition Co. LLC.  The outlook is stable.

At the same time, S&P assigned the company's proposed $470 million
first-lien credit facility (consisting of a $65 million revolver
and $405 million term loan) its 'B' issue-level rating with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of payment default.
S&P also assigned the company's proposed $175 million second-lien
term loan its 'CCC+' issue-level rating and '6' recovery rating,
indicating its expectation for negligible (0%-10%) recovery in the
event of payment default.

S&P's rating on Envision reflects the company's "highly leveraged"
financial risk profile, with pro forma leverage of over 6x and its
expectation that leverage will remain over 5x over the next two
years.  The rating also reflects S&P's view of Envision's business
risk profile as "weak," reflecting the company's small scale in an
industry that is dominated by larger players, and its slim margins
relative to peers.  These factors are only partially offset by
Envision's relatively diversified customer base and differentiated
business strategy.

S&P's stable rating outlook reflects its expectation that industry
growth and new business wins will allow Envision to generate low
double-digit EBITDA growth, which should result in $40 million to
$50 million in annual discretionary cash flow.

"We are unlikely to consider an upgrade over the next two years
because we believe EBITDA growth alone will be insufficient to
reduce leverage below 5x, and we expect financial policies to
limit prospects for debt repayment," said Standard & Poor's credit
analyst Cheryl Richer.  "We could consider lowering our rating if
Envision experiences significant contract losses."


ENVISION PHARMACEUTICAL: Moody's Assigns B3 CFR; Outlook Positive
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Envision
Pharmaceutical Holdings, Inc. At the same time, Moody's assigned a
B2 to Envision's new first lien term loan and secured revolver and
a Caa2 to its second lien term loan. These are first time ratings
for this middle-market pharmacy benefit manager. The rating
outlook is positive. Proceeds will be used to partially finance a
leveraged buy-out by TPG Capital (for a total of $885 million),
refinance existing bank debt and fund a potential acquisition for
$35 million.

Ratings assigned:

Envision Pharmaceutical Holdings, Inc.

  Corporate Family Rating at B3

  Probability of default of B3-PD

  $405 million First Lien Senior Secured Term Loan at B2, (LGD-3,
  35%)

  $65 million Senior Secured Revolver at B2, (LGD-3, 35%)

  $175 million Second Lien Senior Secured Term Loan at Caa2,
  (LGD-5, 88%)

Ratings Rationale

"Envision's very high leverage and its relatively small size in a
consolidating PBM market are key contributors to its rating," said
Diana Lee, a Moody's Senior Credit Officer.

Envision's B3 CFR reflects the company's very high proforma
leverage, which, following its leveraged buy-out by TPG Capital,
coupled with a potential strategic acquisition funded with $35
million of the new debt, will rise to about 6.5x based on
estimated EBITDA (including LTM EBITDA for the potential
acquisition) for the twelve months ended June 30, 2013. The CFR
also reflects the company's small size in a rapidly consolidating
pharmacy benefit management industry. The company competes with
both mid-sized players, such as Catamaran (Ba2 stable) and much
larger players, including Express Scripts (Baa3 stable) and CVS
Caremark (Baa2 positive) which dominate the PBM landscape and
offer more services. Despite the company's focus on transparency
as well as its pure "pass through" pricing model, the company's
growth has been limited by its smaller size and offerings. In
addition, the company's insurance segment is exposed to capitated
risk from Medicare Part D patients. That said, Envision will have
expansion opportunities in the Medicaid space, as well as its drug
discount business -- focused on marketing one specialty drug to a
niche population -- and still small, but growing mail order and
specialty business.

The positive outlook reflects Moody's expectation that the company
will deleverage through a combination of debt repayment and
improved EBITDA. Moody's expects the company to continue to
generate positive free cash flow and good liquidity, aided in part
by expanded membership in Medicaid lives. Absent additional large
acquisitions, Moody's expects debt/EBITDA will likely be under 5.0
times within the next 12-18 months, with a debt/EBITDA target of
4.0-4.5x over the longer term.

If Envision realizes improved sales and profitability so that
debt/EBITDA is sustained below 5.0 times, the ratings could be
upgraded. In addition, Moody's would need to see RCF/debt that is
sustained above 10%. If operating results (associated with loss of
members or pricing constraints) deteriorate, the ratings could be
downgraded. A need to borrow for additional large acquisitions or
weakened liquidity could also result in a rating downgrade.
Debt/EBITDA sustained around 7.0 times could also result in a
ratings downgrade.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.


FAIRMONT GENERAL: Hospital Saddled With $14.7 Million in Bonds
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fairmont General Hospital Inc. intends to operate the
207-bed acute-care facility in Fairmont, West Virginia, by using
$27 million in accounts receivable representing collateral for two
bond issues.  The two municipal bond issues, sold in 2007 and
2008, have $14.7 million in principal outstanding.  Both issues
have accounts receivable as collateral.

The fourth-largest employer in Marion County, West Virginia
scheduled a hearing Sept. 5 for interim authority to use cash for
payment of expenses, including payroll.

Revenue in 2013 will be about $83 million, according to a court
filing.  Assets and debt both exceed $10 million, as shown in the
petition.

                     About Fairmont General

Fairmont General Hospital sought Chapter 11 bankruptcy protection
(Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing
between $10 million and $50 million in both assets and debts.

Fairmont General Hospital filed for bankruptcy as it looks to
partner with another hospital or health system.


FRISIA FARMS: Owner Obliged to Give Domestic Support to Ex-Wife
---------------------------------------------------------------
Klaas Talsma's domestic support obligation to former wife,
Willemina Jacoba Boer is not dischargeable, the U.S. Bankruptcy
Court for the Northern District of Texas concluded in an August 5,
2013 Memorandum Opinion available at http://is.gd/STm3hMfrom
Leagle.com.  The couple divorced in 2006.

The complaint is WILLEMINA JACOBA DE BOER, PLAINTIFF, v. KLAAS
TALSMA, DEFENDANT, Adv. No. 12-4059 (Bankr. N.D. Tx.).

Mr. Talsma, Frisia Farms, Inc., Frisia Hartley, LLC and Frisia
West, LLC are four related entities engaged in dairy farming.
Frisia Farms owns dairy cows, Frisia Hartley raises heifers in
Hartley County, Texas, and Frisia West owns real property and
equipment.  Mr. Talsma cares for and milks the grown cows in Hico,
Texas.  Each entity of the Debtor filed a separate petition
seeking relief under Chapter 11 of the Code in 2010 and 2011.  The
cases are jointly administered.


FURNITURE BRANDS: Voluntarily Delists Securities
------------------------------------------------
Furniture Brands International Inc. filed a Form 25 with the U.S.
Securities and Exchange Commission regarding the voluntary removal
of its common stock, no par value, $1.00 stated value, from the
New York Stock Exchange.

                       About Furniture Brands

Furniture Brands International (NYSE: FBN) is a world leader in
designing, manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.  To learn more about the company,
visit www.furniturebrands.com.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets, $550.13 million in total liabilities and
a $3.40 million total shareholders' deficit.


GELT PROPERTIES: Has Deal to Use Bucks County Bank's Cash
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Sept. 24, 2013 at 11 a.m., to consider
approval of a stipulation regarding Gelt Properties, LLC, et al.'s
use of cash collateral.

The stipulation was entered between the Debtor and secured
creditor Bucks County Bank to resolve outstanding matters with
BCB.  The stipulation provides for, among other things, (i) BCB's
consent to the use of cash collateral; and (ii) the Debtor's
filing of an amended plan providing, inter alia, the terms and
conditions as to the satisfaction of the indebtedness.

The parties related that neither the Debtor's plan nor the
disclosure statement has been approved.

On Feb. 27, 2012, BCB filed a motion for relief from the automatic
stay and to prohibit use of cash collateral.

BCB asserts, as of June 26, 2013, the unpaid principal balance of
the loan is $1,169,339 together with the accrued interest and
other charges.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., and Daniel S. Siedman, Esq., at Ciardi Ciardi &
Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at
O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold,
Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.;
David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia,
Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia,
Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as
counsel for Debtor Gelt Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENVEC INC: Ditches Liquidation Plan for Novartis Partnership
-------------------------------------------------------------
Law360 reported that flagging biotech firm GenVec Inc. has
scrapped plans to dissolve and liquidate assets amid encouraging
prospects for a program to develop new hearing loss treatments in
partnership with Novartis AG and successful efforts to trim costs,
its board said on Sept. 4.

According to the report, as part of its new operating strategy, an
about-face from the liquidation plan unveiled in late May, the
Maryland company also announced a leadership shakeup.  GenVec
President and CEO Cynthia Collins resigned and gave up her board
seat, making way for Douglas Swirsky, the report related.

GenVec, Inc. -- http://www.genvec.com/-- operates as a
biopharmaceutical company that uses differentiated, proprietary
technologies to create therapeutics and vaccines.  GenVec is
working with various companies and organizations, such as
Novartis, Merial, and the U.S. Government to support a portfolio
of product programs that address the prevention and treatment of
human and animal health concerns.  Founded in 1992, the Company is
based in Gaithersburg, Maryland.


GREEN FIELD: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Green Field Energy Services Inc. to 'D' from
'CCC', reflecting a default on its credit facility with Shell
Western Exploration and Production Inc.

At the same time S&P lowered the issue-level rating on Green
Field's $250 million senior notes due 2016 to 'CC' from 'CCC'.
The recovery rating remains '4', indicating S&P's expectation of
average recovery (30% to 50%) in the event of a payment default.

"The downgrade to 'D' follows Green Field's announcement that it
failed to make $6 million of scheduled principle payments on its
credit facility with Shell, reflecting Green Field's continued
struggle to maintain sufficient liquidity, in the face of its very
high debt burden and weak operating cash flows," said Standard &
Poor's credit analyst Paul Harvey.

The rating on the $250 million senior notes, under which Green
Field is in technical default, was lowered to 'CC' to reflect
S&P's view that the notes will need to be restructured to ease
current principle and interest payment terms.  Any such
restructuring could be viewed as a distressed exchange under S&P's
criteria.

Green Field has stated its intention to pursue options including
amendments and/or waivers to the Shell facility and senior notes,
entering a new debt facility, and raising additional capital.


HAWAII OUTDOOR: Trustee Can Hire Colliers International as Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Hawaii Outdoor Tours, Inc., to employ Colliers International HI,
LLC, as the Chapter 11 trustee's real estate broker, effective
Aug. 27, 2013, with respect to the real property at Naniloa
Volcanoes Resort and Golf Course as well as related property
located at 93 Banyan Drive, in Hilo, Hawaii.

Compensation and reimbursement for expenses are subject to further
court approval under 11 U.S.C. sec. 330 and applicable local rules
and guidelines.

                     About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.


HERON LAKE: Amendment 1 to Loan Agreement with AgStar
-----------------------------------------------------
Heron Lake BioEnergy, LLC, finalized Amendment No. 1 to Sixth
Amended and Restated Master Loan Agreement with AgStar Financial
Services, PCA.  The Amendment amends certain provisions of the
Sixth Amended and Restated Master Loan Agreement dated May 17,
2013, by and between the Company and AgStar.

The Amendment is effective as of July 31, 2013, which is the same
date on which Granite Falls Energy, LLC, indirectly, through
Project Viking, L.L.C., acquired a majority of the Company's
outstanding membership units and the same date on which GFE and
the Company entered into a Management Services Agreement, under
which GFE supplies its personnel to act as part-time officers and
managers of the Company for the positions of Chief Executive
Officer, Chief Financial Officer and Commodity Risk Manager.

The following material amendments to the MLA are set forth in the
Amendment:

   (i) The power of Project Viking or its affiliates to appoint a
       majority of the Company's governors is not defined as a
      "change of control" of the Company.

  (ii) Revolving advances under the Company's term revolving loan
       may be used for the purchase of corn inventory.

(iii) The remaining amounts raised by the Company in its offering
       of a maximum of $12 million in aggregate principal amount
       of promissory notes titled "7.25% Secured Subordinated
       Notes due 2018" will be paid to AgStar on or before Oct. 1,
       2013, whether subscribers in the Offering confirm their
       subscriptions for notes or instead elect to convert the
       principal amount of their subscription into a subscription
       for the Company's membership units.  Under this provision,
       if the Offering is fully subscribed, the Company would pay
       AgStar a total of $3,670,500 on or before Oct. 1, 2013.

  (iv) In light of the Management Services Agreement by and
       between GFE and the Company, the requirements to identify
       and hire an interim and permanent Chief Executive Officer
       reasonably acceptable to AgStar by specified dates have
       been removed.

A copy of the Amendment No.1 is available for free at:

                        http://is.gd/PbbMYq

                          About Heron Lake

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

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

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

                         Bankruptcy Warning

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

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


HIGHWAY TECHNOLOGIES: Panel Withdraws Motion to Convert to Ch. 7
----------------------------------------------------------------
On Aug. 29, 2013, the Official Committee of Unsecured Creditors of
Highway Technologies, Inc., et al., withdrew its motion to convert
the Debtors' Chapter 11 cases to Chapter 7.

Counsel for the Committee can be reached at:

     Mark D. Collins, Esq.
     Russell C. Silberglied, Esq.
     L. Katherine Good, Esq.
     Amanda R. Steele, Esq.
     RICHARDS, LAYTON & FINGER, P.A.

As reported in the TCR on June 11, 2013, Highway Technologies
Inc.'s creditors committee urged a Delaware bankruptcy judge to
convert its case to Chapter 7, saying a piecemeal liquidation in
Chapter 11 offers little for the shuttered traffic-safety company
or its unsecured creditors.

The usual benefits of Chapter 11 are lost on a company that has
ceased operations and terminated most of its staff, while the
added costs of the process threaten to swallow up the few
unencumbered assets that might go to unsecured creditors,
according to the committee's conversion motion.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

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

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as its financial advisor.


HIGHLAND CONSTRUCTION: Guyant's Claim is Secured, Bankr. Ct. Says
-----------------------------------------------------------------
A Virginia bankruptcy court vacated its prior order and allowed
Jerome Guyant IRA's proof of claim as a secured claim in the
bankruptcy case of Highland Construction Management Services, LP.

The new order was entered by Judge Robert G. Mayer on July 30,
2013 on the motion of Wells Fargo, N.A., f/b/o Jerome Guyant IRA
for reconsideration of the court's order sustaining the objection
of Highland Construction to the secured status of Guyant's claim.

Guyant loan the Debtor more than a million dollars in December
2005.

Judge Robert Mayer held that Wells Fargo, f/b/o Jerome Guyant IRA
continues to have a perfected security interest in the case, prior
to the interests of the Debtor; and thus, the objection to its
proof of claim is overruled.

A copy of Judge Mayers' July 30 Memorandum of Opinion is available
at http://is.gd/okpnUofrom Leagle.com.

Based in Herndon, Virginia, Highland Construction Management
Services, LP, filed for bankruptcy on Feb. 28, 2011 (Bankr. E.D.
Va., Case No. 11-11413).  The petition was signed by Joseph L.
Bane, Jr., partner/trustee. The Company listed $7.51 million in
assets and $9.98 million in debts.  James P. Campbell, Esq. --
jcampbell@cmzlaw.com -- of CAMPBELL FLANNERY, P.C. assists the
Company in its restructuring effots.


HILLTOP FARMS: Gets Final Confirmation Order on Plan
----------------------------------------------------
Judge Charles L. Nail, Jr. issued a final order on Aug. 21, 2013,
confirming Hilltop Farms, LLC's Modified Plan of Reorganization,
with clarifications entered on the record and incorporated in the
Plan.  The modifications noted include the incorporation of
settlement agreements with First Bank & Trust and CNH Capital
America, LLC.

The Troubled Company Reporter previously reported, citing the
Debtor's case docket, that secured creditor First Bank has
changed, on the record, its ballots to accepting the Plan.

The Confirmed Plan provides that the Debtor will pay $98.11 per
month to the priority creditor; $47,243.90 per month to impaired
secured creditors under Claim Classes 1 through 3; and an
estimated $835.00 per month to unsecured creditors under Claim
Class 8 for the first year of the Plan, for a total of
approximately $48,177.01 per month.  This plan version notes an
increase in monthly payments to impaired secured creditors of
about $6,400.  The previous plan version only provides $40,827.74
per month to impaired secured creditors.

Moreover, the Confirmed Plan specifies that the parties
acknowledge that the indebtedness due to CNH Capital America is
oversecured.  CNH will be paid attorney's fees and costs totaling
$1,500. In addition to the attorney's costs, the creditor will be
paid $2,220 per month.

The Confirmed Plan also provides that the Debtor will pay $43,241
per month starting Oct. 1, 2013 to First Bank & Trust and Hilltop
Dairy, LLP, will pay $33, 466.02 per month starting Sept. 17,
2013.

A full-text copy of the Plan dated Aug. 9, 2013, as confirmed, is
available for free at:

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

                        About Hilltop Farms

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

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


HOWREY LLP: Morgan Lewis Settles With Bankrupt Firm for $1MM
------------------------------------------------------------
Law360 reported that the Chapter 11 trustee for collapsed law firm
Howrey LLP on Sept. 4 asked a California bankruptcy judge to
approve a $1.15 million settlement with Morgan Lewis & Bockius LLP
that would resolve unfinished business claims former Howrey
partners brought to the firm.

According to the report, Howrey trustee Allan B. Diamond said in a
motion that the settlement would resolve all claims against Morgan
Lewis, where seven former Howrey partners landed in early 2011.
Diamond asserted the agreement was well within the range of
reasonableness and in the best interest of the estate, the report
cited.

                         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.


HUSTAD INVESTMENT: Cases Converted to Chapter 7
-----------------------------------------------
At the behest of the U.S. Trustee, the U.S. Bankruptcy Court
ordered that these substantively consolidated chapter 11 cases are
converted to cases under chapter 7:

    Company                                  Case Number
    -------                                  -----------
  Hustad Investment Corporation              BKY 13-40789
  Hustad Real Estate Company                 BKY 13-40786
  Hustad Investments, LP                     BKY 13-40788

A plan has been filed in the Debtors' cases providing that the
Debtors will continue to operate their business in the ordinary
course.  Payments required by the Plan will be made from the cash
flow generated by sales of the Debtors' real property and from the
proceeds of the investor loan.

In its request, the U.S. Trustee asked the Court to either dismiss
or convert those cases.

                    About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


INTERNATIONAL LEASE: Fitch Affirms 'BB' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has completed a peer review of four rated aircraft
lessors, resulting in the affirmation of the long-term Issuer
Default Ratings (IDRs) of International Lease Finance Corp. (ILFC,
'BB'), AerCap Holdings N.V. (AER, 'BBB-'), Aviation Capital Group
(ACG, 'BBB-') and BOC Aviation Pte Ltd (BOC Aviation, 'A-'). The
Rating Outlook for ILFC has been revised to Negative from Stable
reflecting continued ownership uncertainty, and the unsecured debt
rating of AER has been downgraded to 'BB+' from 'BBB-', reflecting
the company's predominantly secured funding profile. The Outlooks
for AER, ACG and BOC Aviation remain Stable. Company-specific
rating rationales are described below, and a full list of rating
actions is provided at the end of this release.

The recent cyclical improvement in aviation has supported
fundamentals in the leasing sector and allowed a number of lessors
to expand their global footprint. Profitability in the airline
industry has continued to improve this year, which has resulted in
a lack of significant credit issues among the lessors. Aircraft
financing has become more plentiful with increasing investor
appetite and the securitization market re-emerging. Operating
lease penetration of the global fleet has recently crossed 40% and
is expected to reach 50% by the end of the decade, according to
numerous industry estimates. Fitch believes these positive long
term trends are supported by growth in global air travel demand,
capital constraints among the world's airlines, and the aircraft
technology replacement cycle.

The aviation cycle has the tendency to change direction rapidly
and remains highly sensitive to exogenous shocks. While lessors
have proven to be more resilient than airlines due to their
ability to redeploy aircraft, Fitch's ratings on the sector are
constrained by its singular focus on aircraft assets and reliance
on wholesale funding markets. The lack of price transparency for
aircraft makes it more difficult to analyze the residual values of
lessors' fleets. Therefore, shareholders' equity is susceptible to
impairments, particularly for lessors with older and less
frequently traded portfolios.

Most aircraft lessors have reported flat lease yields over the
past several quarters as market values and lease rates on some
aircraft models (such as A320s) have stabilized, but still remain
soft. Fitch believes many lessors are positioned to benefit from a
rise in interest rates if it is underpinned by improved economic
activity. Higher funding costs will be passed onto customers via
lease rates, albeit with some lag. If rates rise sharply, that lag
may temporarily pressure earnings for those lessors with high
levels of near-term debt maturities and/or variable-rate debt, as
funding costs would rise faster than lease yields.

Proposed lease accounting changes outlined in the most recent
FASB/IASB exposure draft will significantly alter financial
reporting standards for aircraft lessors. The proposed standards
would generally make lessor accounting more complex; both income
statements and balance sheets will likely require numerous
adjustments to analyze the true economics of the business. While
lessors will have to incur higher costs to implement the new
rules, Fitch does not expect the economic fundamentals of the
business to change significantly. The industry should have
sufficient time to adjust to the new standards, which are not
expected to take effect before 2017.

International Lease Finance Corporation:

Key Rating Drivers

The Outlook revision to Negative from Stable results from
continued uncertainty surrounding the ultimate ownership of ILFC.
Fitch believes that failure to complete the contemplated sale to a
consortium of Chinese financial institutions would result in
greater uncertainty regarding the company's future strategic
direction. While a successful IPO would be viewed as a long-term
credit positive event, Fitch believes there is a relatively high
level of execution risk in a public floatation. Fitch will assess
any near-term actions or longer-term strategic changes undertaken
by ILFC or American International Group (AIG) as part of the sale
process and incorporate them into its ratings.

Over the last three years, ILFC has made significant improvements
to its stand-alone funding and liquidity profile, which support
the current 'BB' rating. At the same time, however, AIG has
clearly stated its intention to sell the aircraft leasing unit as
expeditiously as possible. Absent the closing of the current
transaction, there is the potential that AIG may take steps to
otherwise facilitate the sale of all or part of the unit, which
may not necessarily be in the best interests of ILFC's
bondholders.

Despite the ownership uncertainty, ILFC has been able to maintain
an attractive funding profile. This is characterized by reduced
balance sheet leverage and laddered debt maturities. Debt to
tangible equity has continued to decline modestly and stood at
2.7x as of June 30, 2013, down from 3.0x at YE12. Fitch notes that
leverage may temporarily increase upon completion of any potential
sale, as equity is marked down. The company maintains sufficient
liquidity to service approximately 18-20 months of ongoing
principal & interest obligations, which is viewed positively by
Fitch.

ILFC's operating performance has stabilized since the company took
large impairment charges in 2010 and 2011. However profitability
continues to lag industry averages as a result of elevated
depreciation, SG&A and interest expenses. The performance of the
aircraft fleet remains adequate and generated cash flow from
operations of $1.2 billion in the first six months of 2013,
compared to $1.4 billion during the same period in 2012. On
aggregate, ILFC's lease yields have remained fairly consistent,
even as some of its peers have experienced some weakness. Fitch
expects operating performance and operating cash flow to remain
adequate to support ongoing funding and capital expenditure
requirements. ILFC's external funding needs will start to increase
in 2014, as new aircraft deliveries ramp up, and additional debt
issuance is likely to follow.

The company continues to implement a long-term aircraft portfolio
strategy that incorporates acquiring new aircraft, managing the
overall fleet via aircraft sales, and maximizing the value of the
aircraft throughout its life cycle. Over the past year, ILFC has
placed a number of sizeable orders with Boeing, Airbus and Embraer
in order to support its future fleeting strategy. The order book,
which currently stands at 346 aircraft is the largest in the
leasing sector.

Rating Drivers and Sensitivities

As discussed above, uncertainty around long-term ownership will be
the most immediate rating driver for the company. Fitch expects to
resolve the Negative Outlook once there is more clarity around
this issue. A considerable amount of time has passed since AIG
first indicated its desire to sell ILFC in 2011 and the timeframe
remains unclear.

Once the new ownership structure is clearer, Fitch will assess any
potential changes to ILFC's corporate governance and long-term
strategy. A meaningful change in ILFC's growth plans may influence
Fitch's long-term view of the ratings. Furthermore, any adverse
impact on ILFC's current funding facilities or future availability
of credit may have a negative impact on its ratings.

Additionally, ILFC's ratings are constrained by relatively weak
profitability and the residual value risk in the company's older
aircraft. Negative momentum for the ratings could also result from
inability to access capital markets to fund debt maturities or
purchase commitments, deterioration in operating cash flows or a
permanent increase in balance sheet leverage (excluding any
purchase accounting adjustments).

While positive rating momentum is not likely in the near term,
over a longer-term time horizon, positive drivers would include
consistently stronger profitability, continued funding
flexibility, commitment to reduced leverage levels and a robust
corporate governance structure.

AerCap Holdings N.V.

Key Rating Drivers
The affirmations of AER's IDR and secured debt ratings and the
maintenance of the Stable Outlook reflect the company's attractive
aircraft fleet, modest balance sheet leverage, diverse customer
base, consistent operating performance, strong competitive
positioning, and solid management team. The downgrade of AerCap
Aviation Solutions B.V.'s unsecured debt rating to 'BB+' from
'BBB-' reflects the structurally subordinated nature of the debt
relative to the company's predominantly secured funding profile.
AER's ratings are constrained by exposure to the highly cyclical
aviation industry, and the company's wholesale funding profile and
largely secured funding structure. Positive rating momentum is not
expected in the foreseeable future.

Profitability trends have remained strong, supported by a young
fleet, reduced debt load and gains on aircraft sales during the
first six months of 2013. Net income for 1H13 was $144 million, up
55% from the same period in the prior year. The improvement was
primarily driven by reduced depreciation and interest expenses as
well as gains on aircraft sales. These were partially offset by
lower lease revenues resulting from recent aircraft sales. Fitch
expects a positive long-term impact from rising interest rates,
although modest negative earnings pressure is possible in the near
term.

Lease yields have trended down in recent quarters, as the company
has refreshed its fleet. The company's higher exposure to the A320
family has also pressured lease yields over the past 2-3 years.
Lease rates on newer A320 models have started to firm over the
past several months, which should support AER's lease yields.
AER's ability to maintain an attractive cost of funding through
the use of interest rate hedges has served to offset some of the
decrease in asset yields.

The company's opportunistic and active approach to fleet
management was evident in recent transactions. In November 2012,
AER sold its equity interest in the ALS portfolio to Guggenheim,
reducing the average age of its fleet and freeing up capital for
newer aircraft. In May 2013, the company deployed some of this
capital in a large $2.6 billion sale-leaseback deal with LATAM
Airlines Group. The LATAM transaction will further diversify AER's
fleet into a variety of popular widebody aircraft, including 787s
and A350s, as the aircraft deliver through 2017. However, the
lessor will need to maintain its focus on managing customer
concentrations, which tend to increase with large sale-leasebacks.

AER's funding profile has continued to broaden over the past year,
but remains primarily reliant on secured debt. As of June 30,
2013, unsecured debt comprised only 9% of total debt, which is
lower than other Fitch-rated peers. While the company has
demonstrated robust access to funding throughout various market
environments, the limited size of the senior unsecured debt class
creates structural risks for bondholders. Furthermore, AER has not
built up a long-term pool of unencumbered aircraft to support
future unsecured issuance. As a result, Fitch has downgraded the
senior unsecured debt rating to 'BB+' from 'BBB-' in order to
reflect these continued risks.

Cash and contingent liquidity sources have decreased over the past
year, primarily as a result of aircraft purchases. According to
Fitch's calculations, AER currently has approximately 12 months of
liquidity available to cover principal & interest obligations
(excluding non-recourse debt and restricted cash). Fitch views
this with caution, but expects the liquidity level to improve
during the second half of 2013. During 4Q12, the company obtained
a three-year $290 million senior unsecured revolving credit
facility, $220 million of which has been drawn to purchase
aircraft from LATAM. Once these aircraft are financed on a
permanent basis, the revolver availability is expected increase.

Over the past year, Cerberus has sold its entire stake in AER.
Approximately 25% of the shares are currently held by Waha Capital
PJSC (Waha), with the rest publicly floated. Fitch believes
ownership uncertainty, which had been a negative driver, has been
reduced.

Rating Drivers and Sensitivities
Negative rating actions could result if Fitch comes to view AER's
capital management as becoming more aggressive or if the company
fails to maintain its debt-to-equity ratio at or below 3.0x over
the long term. Continued weakness in the liquidity position,
deteriorating operating performance and/or lower quality of the
aircraft fleet could also lead to negative rating actions.

Conversely, further diversification of funding sources, including
a meaningful unsecured component, would be viewed positively.
Given AER's exposure to the cyclical aviation sector and wholesale
funding profile, Fitch does not expect any positive rating
momentum over the foreseeable future.

Aviation Capital Group:

Key Rating Drivers
Fitch's rating affirmations and the maintenance of the Stable
Outlook reflect ACG's consistent operating cash flow generation,
attractive aircraft portfolio, diverse funding profile and
appropriate capitalization. Fitch believes ACG maintains
sufficient liquidity to support the increased number of aircraft
deliveries it is scheduled to take over the next several years.

While operating performance at ACG was generally weaker in 2012,
lease revenues grew nearly 9% due to portfolio growth, offset by
increased depreciation and higher interest expense, which resulted
in lower pre-tax operating income in 2012 compared to 2011. Net
income was 11% higher in 2012 compared to the year prior,
benefitting from a basis adjustment to ACG's deferred tax
allowance, which subsequently created a large, one-time tax
benefit in 2012. Absent this adjustment, net income in 2012 would
have been 41% lower compared to 2011 as higher overall expenses,
more than offset incremental lease revenues generated due to
portfolio growth. Fitch expects near-term profitability to improve
along with net margins, as the new aircraft portfolio seasons.

ACG's aircraft portfolio remains attractive and broadly used by
airlines, which provides a stable stream of cash flow that
minimizes market volatility throughout economic and sector cycles.
Currently, the portfolio is evenly split between the B737 and A320
families, with a weighted average age of approximately six years.
Approximately 75% of the aircraft is younger than 10 years, by net
book value. Currently, ACG has 157 aircraft on order with
deliveries scheduled through 2021. Given ACG's strategy of
investing in young, primarily narrowbody aircraft with broad
customer appeal, Fitch expects the portfolio will remain
relatively consistent in the near- to medium-term.

Fitch believes ACG is well positioned to support ongoing aircraft
funding requirements with nearly $1.3 billion, in aggregate, of
available liquidity from its various credit facilities as of March
31, 2013, and approximately $400 million of annual operating cash
flows. The company's debt profile is well laddered, with only 15%
of maturing within the next five years. In addition, ACG continues
to make progress on diversifying its overall capital structure and
broadening its capital markets access and other funding sources.
During the first quarter of 2013, ACG accessed the unsecured debt
market and completed a five-year, $300 million 144A bond
transaction at reasonable terms. Currently, the proportion of
unsecured debt has grown to represent 51% of the overall debt mix,
which is viewed favorably by Fitch.

Balance sheet leverage, as measured by total debt-to-equity was
4.22x as of March 31, 2013. Fitch believes ACG's leverage is
modestly higher relative to other aircraft lessors rated by Fitch.
Over the last several years, leverage has remained relatively
stable as incremental earnings have offset an increase in overall
debt levels to fund aircraft purchases. Fitch expects ACG's
leverage to remain within 4x to 5x in the near term, which is
consistent with its current ratings.

Fitch considers ACG's standalone profile to be reflective of a
'BB+' rating, without institutional support. Based on the 'Rating
FI Subsidiaries and Holding Companies' criteria, Fitch views ACG's
business as having limited importance to Pacific LifeCorp's (PCL)
overall operations due to limited operational and financial
synergies, as well as lack of common branding. This suggests that
future support may be uncertain, particularly in a stress
scenario. That said, Fitch believes PCL maintains a high level of
commitment to ACG, as evidenced by Pacific Life Insurance
Company's (PLIC) ownership of 100% of ACG's equity, which amounted
to $1.2 billion of invested capital to date, representing a
meaningful portion of the insurance company's equity base.
Consequently, ACG's long-term IDR receives a one-notch uplift from
the standalone rating due to PCL's direct ownership and
demonstrated financial support.

Rating Drivers and Sensitivities
Fitch believes positive rating momentum is limited based on ACG's
current capitalization on a standalone basis. In addition, a
further uplift in ACG's current ratings is not envisioned unless
balance sheet leverage is reduced to below 3.5x or more explicit
forms of parental support are incorporated. Conversely, negative
rating actions could result from an unwillingness or inability of
PCL to provide timely support to ACG. Significant deterioration in
operating performance and a material decline in operating cash
flow resulting from a significant weakening of sector or economic
conditions, or a meaningful increase in balance sheet leverage
could also generate negative rating momentum.

BOC Aviation Pte Ltd:

Key Rating Drivers
The affirmation of BOC Aviation's 'A-' IDR and senior unsecured
debt rating and maintenance of the Stable Outlook primarily
reflect Fitch's view of a very high probability of support from
Bank of China (BOC; 'A'/Stable), if needed. This Fitch's view with
respect to parent support is premised on BOC Aviation's strategic
importance to and strong links with BOC, as evident in the name-
sharing, full ownership and close board oversight by BOC,
forthcoming resources, close reporting links and cross selling
potential. This is despite BOC Aviation's small size relative to
BOC and their different domicile. Fitch considers the company's
stand-alone credit profile in its analysis, although it is not
directly incorporated into the IDR.

BOC provides BOC Aviation a direct committed line of USD2 billion,
which is considerable relative to the latter's assets of USD9.9
billion at end-June 2013. This is on top of common equity of
USD300 million injected by BOC since taking over BOC Aviation in
2006. Such firm parental backing underlines BOC Aviation's
moderately high leverage appetite, with its debt/equity ratio
managed to an internal target of 3.5x-4.0x.

BOC Aviation is one of the few wholly owned subsidiaries within
the BOC group that reports directly to BOC's management. Seven of
BOC Aviation's nine board members are BOC representatives; with a
high-ranking officer of BOC, Chen Siqing, appointed as chairman.
These internal arrangements underline the strategic importance of
BOC Aviation to BOC, despite the former accounting for less than
0.5% of BOC's consolidated assets. Cross-selling initiatives
center on BOC Aviation assisting BOC in originating relationships
with airlines and aircraft manufacturers. This supports BOC's aim
of diversifying its non-interest income base and to move into non-
commercial banking businesses.

Fitch considers BOC Aviation's standalone profile to be reflective
of a 'BB+' rating (i.e. without any institutional support). This
reflects its consistent track record, young fleet age, solid
lessee quality and a well-seasoned management team. The standalone
profile is constrained by BOC Aviation's leverage appetite and
reliance on secured bank borrowings. BOC Aviation has consistently
reported one of the highest ROAs among its rated peers - thanks to
its active fleet quality management, aircraft collections and
procurement, combined with a low cost of funds. Fitch takes a
positive view of BOC Aviation's demonstrated ability to trade
aircraft through the cycle, which has allowed it to keep the
average age of its portfolio at around four years. Changes in the
agency's view concerning the standalone credit profile would be
likely to take into account BOC Aviation's future leverage
appetite, funding diversity and/or risk appetite in terms of
lessee quality and growth ambitions.

Rating Drivers and Sensitivities

Any perceived changes in BOC's propensity and ability to provide
support would impact BOC Aviation's IDR and senior unsecured debt
ratings. BOC Aviation's ratings are also likely to be sensitive to
changes in BOC's ratings. However, a change in BOC Aviation's
standalone risk profile is unlikely to directly impact its IDR,
unless support factors that drive its IDR were to change.

Fitch has affirmed the following ratings:

International Lease Finance Corp.
-- Long-term IDR at 'BB'; Outlook revised to Negative from Stable;
-- $3.9 billion senior secured notes at 'BBB-';
-- Senior unsecured debt at 'BB';
-- Preferred stock at 'B'.

Flying Fortress Inc.
-- Senior secured debt at 'BB'.

ILFC E-Capital Trust I
-- Preferred stock at 'B'.

ILFC E-Capital Trust II
-- Preferred stock at 'B'.

AerCap Holdings N.V.
-- Long-term IDR at 'BBB-'; Outlook Stable.

AerCap B.V.
AerCap Dutch Aircraft Leasing I B.V.
AerCap Dutch Aircraft leasing IV B.V.
AerCap Dutch Aircraft Leasing VII B.V.
AerCap Engine Leasing Limited
AerCap Ireland Limited
AerCap Note Purchaser (IOM) Limited
AerCap Partners I Limited
AerCap Partners 767 Limited
AerFunding 1 Limited
Flotlease MSN 973 Limited
Genesis Portfolio Funding 1 Limited
GLS Atlantic Alpha Limited
Harmonic Aircraft Leasing Limited
Melodic Aircraft Leasing Limited
Philharmonic Aircraft Leasing Limited
Rouge Aircraft Leasing Limited
Sapa Aircraft Leasing 2 BV
Sapa Aircraft Leasing BV
SkyFunding Limited
Symphonic Aircraft Leasing Limited
Triple Eight Aircraft Leasing Limited
Wahaflot Leasing 3699 (Bermuda) Limited
Westpark 1 Aircraft Leasing Limited
-- Senior secured bank debt at 'BBB'.

Aviation Capital Group:
-- Long-term IDR at 'BBB-'; Outlook Stable;
-- Senior unsecured debt rating at 'BBB-'.

BOC Aviation Pte Ltd:
-- Long-term IDR at 'A-', Outlook Stable;
-- Senior unsecured debt rating at 'A-'.

Fitch has downgraded the following rating:

AerCap Aviation Solutions B.V. (subsidiary of AER)
-- Senior unsecured debt rating to 'BB+' from 'BBB-'.

Fitch has assigned ratings to senior secured debt obligations of
the following AER subsidiaries:

AerCap Ireland Funding I Limited
AerCap Leasing 946 Limited
Cielo Funding Limited
Harmony Funding BV
Parilease / Jasmine Aircraft Leasing Limited
Worldwide Aircraft Leasing Limited
Skyfunding II Limited
-- Senior secured bank debt 'BBB'.


IOWORLDMEDIA INC: Names Two New Board Members
---------------------------------------------
ioWorldMedia, Inc., appointed Zachary McAdoo and Julia Miller to
its Board of Directors.  The Company also has appointed Mr. McAdoo
to serve as the Company's chairman, president, chief executive
officer and chief financial officer, and Julia Miller to serve as
the Company's chief operating officer and secretary.  Mr. McAdoo
replaces Thomas J. Bean, who remains on the Company's Board of
Directors.  The Company believes that Mr. McAdoo's experience in
advising and investing in small and microcap public companies will
add valuable insight to the Company's senior management team, and
Julia Miller's experience with technology, marketing and executive
management functions will increase the capabilities of the senior
management team.  The new management team will focus on the
further expansion of the Company's Internet radio content into the
business to business and business to consumer markets.

Mr. McAdoo, commented "ioWorldMedia has a tremendous opportunity
to expand its quality digital Internet radio content into the
marketplace.  We believe that ioWorldMedia is the ideal solution
to meet the streamed music and other needs of businesses and
consumers with quality, cost beneficial, hand-curated music."

Sells Convertible Debenture

On Sept. 2, 2013, ioWorldMedia sold 10 percent Convertible
Debentures to three accredited investors, including Big Red
Investments Partnership, Ltd. (an affiliate of Thomas J. Bean, who
is a member of the Company's board of directors and former
chairman, president, chief executive officer and chief financial
officer of the Company), Zanett Opportunity Fund, Ltd. (an
affiliate of Zachary McAdoo, the current chairman, president,
chief executive officer and chief financial officer of the
Company), and an unaffiliated individual investor, in the
aggregate principal amount of $350,000.  The Company will use the
proceeds from these transactions for general corporate and working
capital purposes.

On Aug. 28, 2013, the Company issued Convertible Debentures to
each of Big Red Investments Partnership, Ltd., Bubba Radio
Network, Inc., and Twin Management Group, Inc., in satisfaction of
certain outstanding obligations owed by the Company to each of
these parties for related party advances or past services
rendered.  The amounts of those obligations were $332,163 to Big
Red Investments Partnership, Ltd., $80,311 to Bubba Radio Network,
Inc. and $15,000 to Twin Management Group, Inc. The Company issued
Convertible Debentures to each of Big Red Investments, Ltd., in
the principal amount of $332,163, Bubba Radio Network, Inc., in
the principal amount of $80,311 and Twin Management Group, Inc.,
in the principal amount of $15,000.

Consulting Agreement

On Aug. 31, 2013, the Company entered into a Consulting and
Development Agreement with an unaffiliated consulting firm, for
the provision of certain sales, marketing and media technology
services, among other services.  In addition to cash compensation,
the Consulting Agreement provides for the issuance of 10,000,000
restricted shares of Common Stock.

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

                        http://is.gd/LH4HHM

                         About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.  The Company's balance sheet
at June 30, 2013, showed $1.73 million in total assets, $1.88
million in total liabilities, $5.77 million in preferred stock,
and a $5.92 million total stockholders' deficit.

Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, 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 a minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


KHAN FAMILY: Wants Plan Filing Period Extended Until Oct. 21
------------------------------------------------------------
Kahn Family, LLC, asks the U.S. Bankruptcy Court for the District
of South Carolina to extend the Debtor's exclusive to file and
obtain acceptances of a plan until Oct. 21, 2013.

The Debtor also seeks an extension of the deadline set forth in SC
LBR 3016-1 for the Debtor to file a plan and disclosure statement
through and including Oct. 21, 2013.

According to papers filed with the Court, the Bar Date in this
Chapter 11 Case is Aug. 22, 2013.  "Moreover, the Bar
Date for governmental units is even later, Oct. 21, 2013," the
Debtor said.  "While every effort has been made to identify all
claims and potential claims on the Schedules, it is quite likely
that unanticipated claims and claim amounts may be filed before
the Bar Date."

Counsel for the Kahn Family, LLC can be reached at:

         R. Geoffrey Levy
         LEVY LAW FIRM, LLC
         2300 Wayne Street
         Columbia, SC 29201
         Tel: (803) 256-4693
         Fax: (803) 799-5245

The hearing to consider the Motion is scheduled for Sept. 12,
2013, at 10:00 a.m.  Objections are due on Sept. 9, 2013.

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.


KINDER MORGAN: DBRS Confirms Issuer Rating at 'BB'
--------------------------------------------------
DBRS Inc. has confirmed the Issuer Rating and the Medium-Term
Notes & Unsecured Debentures of Kinder Morgan Energy Partners,
L.P. (KMP) at BBB (high).  Concurrently, DBRS has confirmed the
Issuer Rating and the Senior Notes and Debentures of Kinder
Morgan, Inc. (KMI) at BB and the recovery rating of RR4 for KMI's
Senior Notes and Debentures.  All ratings have Stable trends.

KMP's ratings reflect its diversified energy infrastructure asset
base that provides stable cash flows from regulated fee-based
business with medium- to long-term contracts.  KMP's financial
profile has improved with prudent financing of recent acquisitions
through issuance of equity, with DBRS-adjusted debt-to-capital
falling to 58% at last 12 months June 2013 from 63% in 2011.  All
other credit metrics remained within the current DBRS rating
category.

KMI's ratings reflect its diversified sources of cash flow from
investments.  DBRS notes that the ratings are constrained by KMI's
relatively high debt levels and the structural subordination of
the debt at KMI to all debt at KMP and its subsidiaries.  With a
major drop down of assets to KMP and its subsidiaries in 2012 to
2013, debt levels at KMI have reduced and DBRS expects this trend
to continue as KMI's drop-down strategy continues.

KMP's $5 billion acquisition of Copano Energy LLC (Copano) closed
on May 1, 2013.  In February 2013, DBRS noted that while the
acquisition adds scale to KMP's midstream operations,
approximately 30% of Copano's cash flow is derived from commodity
price sensitive contracts that moderately impacts KMP's business
risk profile.


LAKE PLEASANT: Sept. 17 Hearing on Final Decree Closing Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Sept. 17, 2013, at 1:30 p.m., to consider Lake
Pleasant Group, LLP and DLGC II, LLC's motion for final decree
closing the Debtors' Chapter 11 cases.

According to the Debtors, on July 3, Johnson Bank conducted a
trustee's sale of the Debtors' property -- approximately 444 acres
of undeveloped real property located near State Route 74 and Old
Lake Pleasant Road in Peoria, Arizona.

In light of the foreclosure upon the property, and upon the
Debtors' surrender of their other encumbered assets, the Debtors'
estates will have been fully administered in accordance with the
Plan filed in the cases.

The Bank asserted a first-position lien against the property, to
the extent of approximately $19,334,987.

The order confirming the Plan was entered on April 23, 2012, and
the order granting the Debtors' motion to approve post-
confirmation clarification was entered on Nov. 6, 2012.

                About Lake Pleasant and DLGC II

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

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

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

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Philip R. Rudd, Esq. -- prudd@polsinelli.com -- at Polsinelli
PC on board as counsel.

At the request of Johnson Bank, the Court consolidated for
administrative purposes, the chapter 11 cases that Lake Pleasant
Group, LLP, and affiliate DLGC II, LLC, commenced on June 5, 2013,
with the cases the two Debtors commenced on April 13, 2011.

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


LANDAUER HEALTHCARE: U.S. Trustee Balks at Timeline of Asset Sale
-----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
motion of Landauer Healthcare Holdings, Inc., et al. for approval
of bidding procedures to govern the sale of the Debtors' assets.

The U.S. Trustee objects to the motion to the extent that the time
table set forth in the motion denies parties-in-interest an
opportunity to effectively participate in the proposed sale
process.

In the motion, the Debtors propose a Sept. 18, 2013, auction date
and a Sept. 20, 2013, sale hearing.

According to the U.S. Trustee, the Debtors have alleged that the
sale must be conducted on an expedited basis due to the
requirements of their lender, well as the stalking horse
purchaser.  The Debtors' interim cash collateral order provides
that the Debtors' right to use cash collateral terminates if a
bidding procedures order in form and substance satisfactory to the
lenders is not entered by Sept. 5.  The asset purchase agreement
provides that it may be terminated if, among other things, the bid
procedures order (1) is not entered by Aug. 30, or (2) does not
provide for the auction to be held by Sept. 18, and a sale hearing
to be held by Sept. 20.  It appears that the purchaser's own
timetable allows at least some room to move these dates forward,
however, as section 4.4 of the asset purchase agreement requires a
closing by Oct. 14.

Jane M. Leamy, Esq., represents the U.S. Trustee.

                About Landauer Healthcare Holdings

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

The Debtors have tapped John A. Bicks, Esq. --
john.bicks@klgates.com -- at K&L Gates LLP as bankruptcy counsel,
Michael R. Nestor, Esq. -- mnestor@ycst.com -- at Young Conaway
Stargatt & Taylor LLP as Delaware counsel, Carl Marks
Advisory Group as financial advisors, and Epiq Systems as claims
and notice agent.


LIBERTY INTERACTIVE: Fitch Rates Sr. Unsecured Notes Due 2043 'BB'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Liberty Interactive
LLC's (Liberty) proposed exchangeable senior unsecured debenture
due 2043. The notes are exchangeable for HSN, Inc. (HSN) common
stock.

The notes will be issued under the indenture dated July 7, 1999.
Proceeds are expected to be used for general corporate purposes.
The new debentures will rank pari passu with Liberty's existing
notes and debentures ($2.9 billion as of June 30, 2013) and will
be structurally subordinated to QVC Inc.'s (QVC) debt ($3.9
billion as of June 30, 2013). QVC's debt benefits from a pledge of
the capital stock of QVC and is guaranteed by QVC's material
domestic subsidiaries.

The transaction modestly increases leverage; however, the
increased leverage is manageable within current ratings. For
additional information regarding Liberty and QVC, please see
Fitch's credit report published on March 4, 2013.

The new debentures may be exchanged at the holder's option after
March 2014 if the market price of the HSN shares equals or exceeds
a defined level and on or after July 2016 through October 2016 and
beginning in July 2043 regardless of the market price of the HSN
shares. Holders may also exercise their option upon a fundamental
change (as defined within the prospectus) or if the company calls
the debentures for redemption. While Liberty may satisfy such
redemption with either cash, delivering the applicable number of
shares, or a combination of both, the delivery of reference shares
is limited due to the terms of Liberty Interactive's agreement
with HSN and its status as an affiliate of HSN. Any exchanges
would likely be settled with cash. The debentures may be redeemed
by Liberty on or after Oct. 5, 2016 at any time.

Any dividend in excess of the quarterly dividend of $0.18, subject
to adjustment, or distributions made by HSN will be distributed to
the debenture holders as an additional distribution, except for
common equity, which would become additional HSN Shares.

The principal amount of the debentures will not be reduced by any
additional distributions related to regular cash dividends.
However, the debenture's principal amount would be reduced by any
additional distributions made related to extraordinary
distributions on or related to the HSN shares. Interest payments
on the debentures will be calculated based on the original
principal amount (regardless of any adjustments related to
extraordinary distributions). Subsequent to such an extraordinary
distribution, the principal amount will be further reduced on
interest payment dates to the extent necessary so that the
annualized yield on the debenture does not exceed the stated
coupon rate. An extraordinary distribution includes any cash or
asset consideration (other than common equity) that is distributed
by HSN in connection with a merger, consolidation, share exchange,
liquidation or dissolution involving a HSN.

Similar to Liberty's existing debentures, there is no material
covenant protection for debenture holders, but there are lien
restrictions. Liens are not permitted under the debentures, unless
a pari passu lien is granted. Standard carveouts exist, and there
is also a general lien basket that limits liens to 15% of the
total consolidated asset value of Liberty and its restricted
subsidiaries.

Key Rating Drivers

Fitch's Issuer Default Ratings (IDRs) for Liberty and QVC reflect
the consolidated legal entity/obligor credit profile, rather than
the Liberty Interactive/Venture tracking stock structure. Based on
Fitch's interpretation of the Liberty bond indentures, the company
could not spin out QVC without consent of the bondholders, based
on the current asset mix at Liberty. QVC generates 84% and 96% of
Liberty's revenues and EBITDA, respectively. In addition, Fitch
believes QVC makes up a meaningful portion of Liberty's equity
value. Any spin off of QVC would likely trigger the 'substantially
all' asset disposition restriction within the Liberty indentures.

The consolidated legal/obligor credit view may change over time if
the Liberty Ventures assets become a more meaningful portion of
the consolidated Liberty asset mix/equity value. At that point,
Fitch may adopt a more hybrid rating analysis, taking into
consideration the attribution of assets and liabilities within
each tracking stock. Fitch does not expect this to occur in the
near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage leverage on a Liberty consolidated basis. Fitch
expects Liberty's gross unadjusted leverage to be managed at 4x
and QVC unadjusted gross leverage to be managed at 2.5x.

As of June 30, 2013, Fitch calculates QVC's unadjusted gross
leverage at 2.1x and Liberty's unadjusted gross leverage at 3.6x
(excludes Trip Advisor's debt and EBITDA). While Fitch expects
EBITDA growth would lead to reduced leverage, Fitch expects
Liberty to manage leverage closer to its target levels over the
long term. Currently, there is financial flexibility for debt
funded acquisition and/or share repurchases.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue ratings reflects what Fitch believes would be
QVC's standalone ratings.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive. Fitch recognizes that there is a risk of an
acquisition of HSN Inc. However, the ratings may remain unchanged
depending on how the transaction is structured and on the
company's commitment to returning QVC's or Liberty's leverage to
2.5x and 4x, respectively.

Operating Performance

The ratings reflect the solid operating performance at QVC with
revenues and EBITDA for the LTM ending June 30, 2013 up 1.2% and
3.3%, respectively. During the same period, QVC Germany and Japan
endured revenue declines of 6.3% and 4.9%, respectively. The
geographic diversification of QVC provides the credit cushion to
endure cyclical declines in the individual regions. The ratings
incorporate the cyclicality inherent in QVC's business/retail
industry.

Fitch recognizes QVC's ability to manage product mix and adapt to
its customers shopping preferences. QVC has managed to grow
revenues over the last three years and manage Fitch calculated
EBITDA margins in the 20% to 22% range over that same time frame.
Fitch believes that QVC will be able to continue to grow revenues
at least at GDP levels going forward. Fitch models low to mid-
single digit revenue growth at both QVC and at Liberty
consolidated.

QVC EBITDA margin fluctuation is driven in part by the product mix
and will likely fluctuate over time as the product mixes changes.
However, Fitch believes, over the next few years, QVC's EBITDA
margins will remain in this historical 20% to 22% range.

Liberty's e-commerce companies continue to have healthy revenue
growth with revenues up 12.3% in the LTM period ending June 30,
2013. However, EBITDA continues to be pressured, down 9.6% due to
increased promotional activity to move seasonal inventory and
increased spending on advertising and marketing. While margins and
EBITDA levels have been negatively affected, they remain positive
and contribute positive cash flows to the consolidated credit.
These businesses are relatively small in size, accounting for
approximately 5% of consolidated Liberty EBITDA. Fitch does not
ascribe a material weight to the e-commerce businesses when
assessing the consolidated credit profile.

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between
Liberty Interactive and Liberty Ventures) to support debt service
and disciplined investment at Liberty Venture. Fitch recognizes
that in the event of a liquidity strain at Liberty Ventures,
Liberty Interactive could provide funding to support debt service
to Liberty Ventures (via intercompany loans), or the tracking
stock structure could be collapsed.

Fitch notes that cash can travel throughout all entities
relatively easily. Although the tracking stock structure adds a
layer of complexity, Liberty LLC has in the past reattributed
assets and liabilities. Fitch believes that resources at QVC would
be used to support Liberty LLC, and vice versa, if ever needed.

As of June 30, 2013, liquidity for Liberty (excluding Trip
Advisor) included $1.2 billion in cash and $1 billion available
under the QVC credit facility, which expires in March 2018. Fitch
calculates FCF of $714 million in LTM period ending June 30, 2013.
Based on Fitch's conservative projections, Fitch expects Liberty's
FCF to be in the range of $750 million to $900 million.

In addition, Fitch calculates $6.7 billion in public holdings.
Fitch believes these assets could be liquidated in the event that
Liberty needed additional liquidity.

Liberty's next maturity is not until 2029. QVC's next maturity,
other than its credit facility in 2018, is approximately $769
million in 7.5% senior secured notes due in 2019. Fitch believes
Liberty has sufficient liquidity to handle these maturities.

Rating Sensitivities

Positive Rating Actions: Fitch believes that the current financial
policy is consistent with the current ratings. If the company were
to manage to more conservative leverage targets, ratings may be
upgraded.

Negative Rating Actions: Conversely, changes to financial policy
(including more aggressive leverage targets) and asset mix changes
that weakened bondholder protection, could pressure the ratings.
While unexpected, revenue declines in excess of 10% that
materially drove declines in EBITDA and FCF and resulted in QVC
leverage exceeding 2.5x would likely pressure ratings.

Fitch currently rates Liberty and QVC as follows:

Liberty
-- IDR 'BB';
-- Senior unsecured debt 'BB'.

QVC
-- IDR 'BB';
-- Senior secured debt 'BBB-'.

The Rating Outlook is Stable.


LIBERTY INTERACTIVE: Moody's Rates New $350MM Notes Due 2043 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Liberty
Interactive's ("LINTA") proposed offerring of $350 million
Exchangeable Debentures due 2043. All other ratings, including
Liberty Interactive's Ba3 Corporate Family Rating and its stable
rating outlook, are unaffected.

These notes are exchangeable, under certain circumstances, for
shares of HSN, Inc. Net proceeds from the sale of the debentures
are expected to be used for general corporate purposes, which may
include capital expenditures, acquisitions, working capital,
repayment or refinancing of debt and repurchases of common stock.
The B2 rating assigned to the notes reflects that they are a
senior unsecured obligation of Liberty Interactive, ranking pari-
passu with other senior unsecured debt of Liberty Interactive, and
that the notes are structurally junior to a significant amount of
debt issued by Liberty Interactive's wholly owned subsidiary QVC,
Inc., which comprises the significant majority of revenues and
earnings on a consolidated basis.

The following rating was assigned:

Liberty Interactive LLC:

  $350 million Exchangeable Senior Debentures due 2043 at B2
  (LGD 5, 85%)

Ratings Rationale

LINTA's Ba3 CFR reflects the good operating margins and cash flow
generated from its portfolio of operating assets led by QVC, its
moderate leverage with debt/EBITDA in the low four times range,
and risk that its assets will be utilized in a manner that
benefits shareholders more than bondholders. The rating also
recognizes QVC's sizable position in the television shopping
industry, its international expansion and strong capabilities in
online shopping. The ratings also take into account the company's
solid overall liquidity profile with its high cash balances and
long term debt maturity profile.

The stable rating outlook reflects Moody's expectation that LINTA
will consider opportunistic transactions including share
repurchases. Moody's also expects Liberty to retain a solid
liquidity position and that the QVC business will continue to show
stable performance, notwithstanding economic pressures in Europe
where the company has a meaningful exposure. The stable rating
outlook also reflects Moody's expectations that QVC will maintain
debt/EBITDA within its target range of 2.0-2.5 times.

In view of the company's history of aggressive financial policies,
there is limited upward rating momentum in the near term. Over
time maintaining balanced financial policies and continued
meaningful debt reductions could lead to an upgrade.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 5.25x.

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


LIBERTY INTERACTIVE: S&P Assigns 'BB' Rating to $350MM Debentures
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Liberty Interactive
LLC's proposed $350 million exchangeable debentures due 2043 a
'BB' (at the same level as S&P's corporate credit rating on
Liberty Interactive Corp.) issue-level rating, with a recovery
rating of '4', indicating S&P's expectation for average (30% to
50%) recovery in the event of a payment default.  The proposed
notes will include a put/call option in year three.

Liberty Interactive LLC is a subsidiary of Liberty Interactive
Corp.  S&P's 'BB' corporate credit rating on Liberty Interactive
Corp. reflects its view of the consolidated entity, including QVC
Inc., its principal operating subsidiary, Liberty Interactive LLC,
and other subsidiaries.  The rating outlook is stable.

Each debenture is exchangeable into a combination of HSN Inc.
shares or cash equal to the value of the shares.  The company will
use proceeds for general corporate purposes, including share
repurchases.

For 2013, S&P is expecting mid-single-digit percent revenue and
EBITDA growth at Liberty Interactive Corp.  S&P assumes moderate
growth across most of QVC's markets, with some continuing softness
in Germany.  S&P expects that debt leverage will decrease modestly
from the current level of 3.7x, below its leverage threshold of
4.5x for Liberty Interactive at a 'BB' rating.  S&P's
discretionary cash flow expectation in 2013 is more than
$1 billion.

RATINGS LIST

Liberty Interactive Corp.
Corporate Credit Rating                           BB/Stable/--

New Rating

Liberty Interactive LLC
$350M exchangeable debentures due 2043            BB
   Recovery Rating                                 4


LIVEDEAL INC: Incurs $511K Net Loss in June 30 Quarter
------------------------------------------------------
LiveDeal, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $511,169 on $606,867 of net revenues for the three
months ended June 30, 2013, compared with a net loss of $281,770
on $777,857 of net revenues for the three months ended June 30,
2012.

The Company reported a net loss of $4.79 million on $1.73 million
of net revenues for the nine months ended June 30, 2013, compared
with a net loss of $732,401 on $2.45 million of revenues for the
nine months ended June 30, 2012.

"Net revenues decreased in the third quarter and the first nine
months of fiscal 2013 as compared to the third quarter and the
first nine months of fiscal 2012 primarily due to the decrease in
legacy revenues, which was slightly offset by increases in
revenues for the online presence marketing product."

During the first nine months of fiscal 2013, the Company
recognized $3.29 million of interest expense relating to the
issuance of debt and the conversion of the Company's unsecured
Subordinated Convertible Notes to warrants in December 2012 and
March 2013.

The Company's balance sheet at June 30, 2013, showed $3.76 million
in total assets, $897,393 in total liabilities, and stockholders'
equity of $2.86 million.

"For the three and nine months ended June 30, 2013, the Company
had a net loss of $511,169 and $4,786,695 as compared to a net
loss of $281,770 and $732,401 for the three and nine months ended
June 30, 2012.  These circumstances result in 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/OFn9XQ

Las Vegas, Nev.-based LiveDeal, Inc., provides online customer
acquisition services for small-to-medium sized local businesses,
or "SMBs".


LOOP CORP: Banco Panamerico No Standing to Appeal, 7th Cir. Says
----------------------------------------------------------------
WACHOVIA SECURITIES, LLC, Plaintiff-Appellee, and GOLF VENTURE,
LLC, Intervenor-Appellee, v. LOOP CORPORATION, Defendant-Appellee,
APPEAL OF: BANCO PANAMERICANO INCORPORATED, Case No. 11-3860 (7th
Cir.) is an another appeal in the litigation saga surrounding the
many companies owned by Leon A. Greenblatt.

Earlier, in 2012, the U.S. Court of Appeals for the Seventh
Circuit affirmed a district court's order piercing the corporate
viel of one of Greenblatt's companies, Loop Corporation, and
voiding a lien over that company's assets held by a second
Greenblatt company, Banco Panamericano.

In the current appeal case, Banco tries to fight the effect of the
2012 Seventh Circuit Court decision in the Wachovia I case.  On
appeal, Banco believes it retains an interest in what happens to
Loop's assets.

The district court previously ordered the sale of Loop's only
valuable asset, EZ Links stock, in order to satisfy two other
secured liens against Loop held by Golf Venture and Wachovia.
Banco asserts that it has standing on appeal to contest the
district court's decisions surrounding the sale.

The Seventh Circuit disagrees with Banco's contention.  "Our
holding in Wachovia I makes Banco, at best, an unsecured creditor
of Loop.  Golf Venture and Wachovia are secured creditors and,
thus, would always take ahead of Banco. No matter how many
convoluted ways Banco tries to characterize its situation, Banco
simply has no injury here.  For that reason, we dismiss Banco's
appeal for lack of standing, and we also grant Golf Venture's and
Wachovia's Fed. R. App. P. 38 motions against Banco for bringing a
frivolous appeal," the Seventh Circuit opined.

A copy of the Seventh Circuit's August 8, 2013 Decision is
available at http://is.gd/nUdk1lfrom Leagle.com.

Loop Corp. in Chicago, Illinois, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-17917) on April 27, 2011.  John M.
Holowach, Esq., at Holowach & Pukshansky LLC, served as bankruptcy
counsel.  The Debtor scheduled assets of $76,500,000 and debts of
$33,030,231.  Shortly after the filing, Judge Bruce Black
dismissed the case, citing bad faith.


MEI CONLUX: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Malvern, Pa.-based MEI Conlux Holdings Inc.
(MEI).  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
company's $455 million senior secured credit facilities, which
comprise a $395 million senior secured first-lien term loan and a
$60 million revolver.  The recovery rating on the senior secured
credit facilities is '3', which indicates S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.
MEI Inc. is the borrower under the senior secured facilities.

MEI is currently subject to an agreement to be purchased by Crane
Co.  S&P expects the acquisition to close by the end of the year.

"Our ratings on MEI reflect our view of the company's business
risk profile as "weak" and its financial risk profile as "highly
leveraged," said credit analyst Svetlana Olsha.

MEI provides unattended payment solutions for vending,
transportation, gaming, retail, and service-payment industries.
The company's weak business risk profile reflects S&P's assessment
of its narrow scope of operations as a participant in a
competitive niche market.  However, the company's leading market
position and technological expertise partly offset this narrow
scope.  S&P considers the company's management and governance to
be "fair."

"We expect MEI's 2013 revenue to decline by low-single digits due
largely to reduced purchases from one of MEI's major customers,
and to be partially offset by modest end-market improvement.  We
forecast total revenues will improve moderately in 2014 based on
our expectation of a still-sluggish global economy combined with
an increase in orders from key customers.  We expect MEI will
sustain good EBITDA margins in the low-20% area, supported by the
company's low-cost sourcing and continuous investment in
technology.  We assume that MEI will continue to spend about 10%
of revenue on research and development," S&P said.

The unattended payment systems industry remains concentrated and
S&P expects the company to maintain a dominant market position as
the no. 1 player in its core markets.  The company's geographic
diversity is fair, with about 60% of revenues coming from outside
of North America and close to 25% of total revenues derived from
Japan.  S&P believes that MEI has some customer concentration,
with its top five customers accounting for about 28% of 2012
revenues.  However, the company's long-standing customer
relationships and large installed equipment base helps to reduce
earnings and cash flow volatility, in S&P's view.

"We view MEI's financial risk profile as "highly leveraged."  We
expect total debt to EBITDA to be about 5.5x and funds from
operations (FFO) to total debt to be about 12% by year-end 2013.
These measures incorporate our adjustments for operating leases
and postretirement obligations, and include about $58 million in
preferred stock owned by the private equity sponsors, which we
consider to have minimal equity content under our hybrid capital
criteria.  However, we recognize that the absence of a maturity
date on the preferred stock, its deep subordination, and the
absence of any cash dividends provide the company with financial
flexibility.  We expect MEI to maintain total leverage of 5x-6x
and FFO to debt of about 10% in the next 12-18 months," S&P said.

The rating outlook is stable.  S&P expects the company's good
niche market position and EBITDA margins will help sustain credit
measures that are commensurate with the ratings.

S&P could raise the ratings if the company improves and sustains
its credit measures--for instance, at a total leverage ratio of
less than 5x.  S&P believes MEI could achieve this through revenue
growth, stable EBITDA margins, and debt reduction using free cash
flow.  To consider an upgrade, S&P would also need to believe the
company would adhere to a financial policy consistent with a
higher rating.

S&P could lower the ratings if subpar operating performance
weakens the company's credit measures, specifically if leverage
exceeds 6x for an extended period.  S&P believes this could occur,
for instance, if key customers delay or reduce purchases from MEI
or if an economic downturn reduces end-market demand.  S&P could
also lower the ratings if cash flow generation is weak.  For
instance, negative free operating cash flow or FFO to total debt
of 5% or less could result in a downgrade.


MERIDIAN SUNRISE: Inks 2nd Stipulation to Use Cash Until Sept. 30
-----------------------------------------------------------------
Meridian Sunrise Village, LLC, and U.S. Bank National Association,
on its own behalf and in its capacity as administrative agent for
itself and certain other lenders collectively holding an interest
in (among other things) the Debtor's monthly lease income ("Cash
Collateral") have entered into a second stipulation for order
extending the Debtor's authority to use cash collateral through
and including Sept. 30, 2013.

Counsel for the Debtor may be reached at:

         James L. Day, Esq.
         Christine M. Tobin-Presser, Esq.
         BUSH STROUT & KORNFELD, LLP
         5000 Two Union Square
         601 Union Street
         Seattle, WA 98101-2373
         Tel: (206) 292-2110
         Fax: (206) 292-2104

Counsel for U.S. Bank National Association can be reached at:

         Alan D. Smith, Esq.
         Brian A. Jennings, Esq.
         PERKINS COIE LLP
         1201 Third Avenue, Suite 4900
         Seattle, WA 98101
         Tel: (206) 359-8000
         Fax: (206) 359-9000

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, represent the Debtor in its
restructuring effort.


MILLER HEIMAN: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Reno, Nevada-based
corporate sales training provider Miller Heiman Inc. a preliminary
'B' corporate credit rating.  The outlook is stable.

At the same time, S&P assigned Miller Heiman's proposed
$273 million senior secured credit facility our preliminary issue-
level rating of 'B' (at the same level as the corporate credit
rating), with a preliminary recovery rating of '3', indicating
S&P's expectation for meaningful (50%-70%) recovery for lenders in
the event of a payment default.  The facility consists of a
$233 million term loan due 2019 and a $40 million revolving credit
facility due 2018.

The company will use proceeds from the transaction, along with
$65 million in unrated increasing rate pay-in-kind (PIK)
subordinated notes due 2020, to fund Miller Heiman's $165 million
acquisition of Informa Performance Improvement (IPI), the business
training segment of Informa Plc and refinance existing debt.  The
debt was put in place in November 2012, when Miller Heiman was
acquired by Providence Equity Partners for $205 million.

The 'B' corporate credit rating on Miller Heiman reflects S&P's
expectation that the company will be able to gradually reduce its
heightened leverage and maintain an adequate cushion of covenant
compliance over the intermediate term.  S&P considers the
company's business risk profile "weak" because of Miller Heiman's
rapid acquisition-driven growth and the potential execution risk
of effectively integrating and improving the operating performance
of the underperforming acquisition of lower-margined IPI, which
doubles the EBITDA of the company.  S&P views Miller Heiman's
financial risk profile as "highly leveraged" based on its private-
equity ownership and substantial debt leverage.  S&P assess the
company's management and governance as "fair."


MONTREAL MAINE: U.S., Canadian Judges Coordinate to Pay Victims
---------------------------------------------------------------
Judy Harrison, writing for The Bangor Daily News, reported that
the adoption of cross-border protocols by judges in Canada and the
U.S. on Sept. 4 will allow the Montreal, Maine and Atlantic
Railway bankruptcy to move forward so that the victims of the Lac-
Megantic train disaster may receive compensation as quickly as
possible, the trustee assigned to oversee the case said.

"The U.S. case and the Canadian case are being administered
primarily for the victims," Robert Keach, a Portland lawyer who
was appointed Aug. 22 to serve as trustee during the bankruptcy
proceeding, said after a hearing in Bangor, the report related.
"Wrongful death litigants and any personal injury claims will be
paid after any secured debt is paid," Keach said.

According to the report, U.S. Bankruptcy Judge Louis Kornreich in
Bangor and a Superior Court justice in Sherbrooke, Quebec, adopted
in separate hearings the Cross-border Insolvency Protocol in order
"to enhance coordination and harmonization" of the cases.

The courts will be able to talk to each other and hold joint
hearings, Keach said, the report further related.

Kornreich also granted motions that will allow the Hermon-based
railroad to continue operating and paying employees' salaries and
benefits using a $6 million line of credit provided by Wheeling &
Lake Erie Railway Co., based in Ohio, the report added.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein Shur, has been named as
chapter 11 trustee.

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

Justice Martin Castonguay oversees the case in Canada.


MOTORCAR PARTS: Wanxiang to Sell 516,000 Common Shares
------------------------------------------------------
Motorcar Parts of America, Inc., filed a Form S-1 registration
statement with the U.S. Securities and Exchange Commission
relating to the potential resale from time to time by Wanxiang
American Corporation of some or all of 516,129 shares of the
Company's common stock, $0.01 par value per share, which underlie
common stock warrants pursuant to the Warrant to Purchase Common
Stock, dated Aug. 22, 2012, issued by the Company to Wanxiang.

The Company will receive no proceeds from any resale of the shares
of common stock, but the Company has agreed to pay certain
registration expenses.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "MPAA."  On Aug. 30, 2013, the closing price of
the Company's common stock was $9.23 per share.

A copy of the Form S-1 prospectus is available for free at:

                         http://is.gd/EE43pv

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MOTORCAR PARTS: Amends 1.9 Million Shares Resale Prospectus
-----------------------------------------------------------
Motorcar Parts of America, Inc., filed a post-effective amendment
to its registration statement on Form S-1 relating to potential
resale from time to time by Wellington Trust Company, National
Association Multiple Common Trust Funds Trust, Micro Cap Equity
Portfolio, Prescott Group Aggressive Small Cap Master Fund G.P.,
Perritt Microcap Opportunities Fund, et al., of 1,941,975 shares
of the Company's common stock.

The Company will receive no proceeds from any resale of the shares
of common stock, but the Company has agreed to pay certain
registration expenses.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "MPAA."  On Aug. 30, 2013, the closing price of
the Company's common stock was $9.23 per share.

A copy of the amended prospectus is available at:

                         http://is.gd/EObT18

                         About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MORGANS HOTEL: Chief Executive Officer Resigns
----------------------------------------------
Michael Gross, who has served as chief executive officer of
Morgans Hotel Group Co. since 2011, stepped down from that role to
pursue new opportunities.  Jason T. Kalisman, the Company's
Chairman of the Board of Directors, has been named chief executive
officer on an interim basis, effective as of the same date.

Mr. Kalisman will receive annual compensation of $1.

Mr. Kalisman has been one of the Company's directors since March
2011.  Mr. Kalisman, age 34, is the founder and chief executive
officer of The Talisman Group, LLC, an investment firm.  Mr.
Kalisman is also a Founding Member of OTK Associates, LLC, which
is the Company's largest stockholder.  Prior to founding The
Talisman Group, LLC, in 2012, Mr. Kalisman was at GEM Realty
Capital, Inc., an integrated global real estate investment firm
focusing on publicly traded real estate securities and private-
market real estate assets, serving as a Vice President from 2010
to 2012 and a Financial Analyst in 2009.  From 2008 to 2010, Mr.
Kalisman attended Stanford Graduate School of Business.  Prior to
co-founding OTK Associates in 2008, Mr. Kalisman worked at The
Goldman Sachs Group, Inc., a global investment banking and
management firm, from 2001 to 2007.  Mr. Kalisman received a
Bachelor of Arts in Economics from Harvard College and a Masters
of Business Administration from the Stanford Graduate School of
Business, where he was also a recipient of their Certificate in
Global Management, and has earned the right to use the Chartered
Financial Analyst designation.

The Company has entered into a letter agreement with Mr. Gross in
connection with his separation from the Company effective as of
Aug. 30, 2013.  Pursuant to the Separation Agreement, in lieu of
severance benefits payable under Mr. Gross's Employment Agreement,
dated March 20, 2011, between Mr. Gross and the Company, as
amended on Feb. 28, 2013, and in addition to the payment of
accrued but unpaid base salary, the Company will (i) make a lump
sum payment of $500,000, (ii) grant 58,334 restricted stock units
pursuant to the Company's Amended and Restated 2007 Omnibus
Incentive Plan, as amended, which will vest immediately on the
Separation Date, (iii) grant 25,000 restricted stock units which
will vest on the first anniversary of the Separation Date, and
(iv) accelerate the vesting of any unvested long-term incentive
plan units and stock options as of the Separation Date, with all
stock options exercisable for a period of one year following the
Separation Date.  All other equity awards that remain unvested as
of the Separation Date will expire and be forfeited.

In addition, the Company agreed that effective as of the day
following the Separation Date, it will waive the non-competition
obligations of Section 7(a) of the Gross Employment Agreement,
provided, however, that Mr. Gross is prohibited from pursuing
certain prospective business opportunities as agreed to between
the Company and Mr. Gross for a period of one year following the
Separation Date.  Mr. Gross has agreed to make himself reasonably
available to the Company in connection with the leadership
transition and otherwise cooperate with the Company on related
matters.  Mr. Gross and the Company continue to be bound by, among
other things, the confidentiality, non-solicitation and standstill
provisions of the Gross Employment Agreement.

The Company and Mr. Gross have each agreed that the Separation
Agreement will be in complete and final settlement of and to
release each other from any and all causes of action, rights and
claims arising out of Mr. Gross's employment, board service or
role as investor or the termination of the foregoing, with limited
exceptions.

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a $169.70
million total stockholders' deficit.


MORGANS HOTEL: Ronald Burkle Complains Over "Observation Rights"
----------------------------------------------------------------
Ronald W. Burkle, Yucaipa American Management, LLC, et al., sent a
letter to Jason Kalisman, the interim chief executive officer of
Morgans Hotel Group Co. relating to the board observation rights
granted pursuant to a purchase agreement.

"Since you took over you have not given one update as to any sales
process or inquiries," states Ron Burkle.  "I believe you are in
breach of your obligation to provide us with observation rights as
well as your fiduciary duties to the stockholders of the company."

Mr. Burkle suggests that the Company be sold on the market for the
benefit of all stockholders.

As of Aug. 30, 2013, Mr. Burkle and his affiliates beneficially
owned 12,522,367 shares of common stock of Morgans Hotel
representing 27.7 percent of the shares outstanding.

A copy of the letter is available for free at:

                        http://is.gd/BBgo4t

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a
$169.70 million total stockholders' deficit.


NEONODE INC: Mulls Possible Sale of Licensing Unit
--------------------------------------------------
Neonode Inc. said that its Board of Directors has authorized the
exploration of strategic alternatives with respect to its user-
interface patent and licensing subsidiary.

This unit's intellectual property portfolio principally relates to
user-interface gestures utilized in a touchscreen.  The Board
intends to consider a broad range of alternatives including, but
not limited to, a merger, sale, or spin-off.

There can be no assurance that the Board's evaluation process will
result in any transaction, or that any transaction, if pursued,
will be consummated.

                          About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.

As of June 30, 2013, the Company had $7.31 million in total
assets, $4.14 million in total liabilities and $3.16 million in
total stockholders' equity.


NEWPAGE CORP: Trustee Leads Clawback Blitz Seeking $71MM
--------------------------------------------------------
Law360 reported that the litigation trustee for NewPage Corp. let
loose another wave of lawsuits, swelling a host of avoidance
actions that seek to claw back some $71 million for the benefit of
the reorganized paper maker's unsecured creditors.

According to the report, litigation trustee Pirinate Consulting
Group LLC launched more than 150 suits in Delaware bankruptcy
court on Sept. 4 aimed at recovering allegedly preferential
payments made during the run-up to company's Chapter 11 filing.

The cases are part of a complement of 776 complaints brought in
the past week, the report added.

                   About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.


NORSE ENERGY: Judge Clears Creditors to Sue Leaders
---------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that creditors of
natural gas-driller Norse Energy Corp. USA were given the power to
try to recover some portion of a $27 million payment that they say
improperly flowed to investors in Norse Energy USA's owner as the
company struggled to be profitable during New York state's
drilling ban.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec.
7, 2012, estimating less than $50,000 in assets and less than
$100,000 in liabilities.  The Debtor is represented by Janet G.
Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in
Buffalo, New York.  Judge Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.


NNN 3500: Section 341(a) Meeting Scheduled for October 8
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of NNN 3500 Maple 1,
LLC, et al., is scheduled for Oct. 8, 2013, at 1:30 p.m. at
Dallas, Room 976.  Creditors have until Jan. 6, 2014, to submit
their proofs of claim.

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

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

                     Joint Administration Sought

The Debtors ask the Bankruptcy Court to jointly administer their
cases with 3500 Maple 26, LLC, Case No.13-30402, for procedural
purposes.

Bankruptcy Rule 1015(b) provides that, if two or more petitions
are pending in the same court by or against a debtor and an
affiliate, the court may order a joint administration of the
estates.

The Debtors assert that joint administration of their cases will
obviate the need for duplicative notices, motions, applications,
hearings, and orders, and will therefore save considerable time
and expense for the Debtors, their estates, and their investors
and creditors.

The Debtors propose that the following activities be joined
for administrative purposes only:

   (a) one disclosure statement and plan of reorganization may be
       filed for the Debtors' cases by any plan proponent;

   (b) hearings in these Chapter 11 cases will be joint hearings
       unless otherwise specified; and

   (c) one consolidated docket, creditor matrix and master service
       list will be kept by the Clerk, although separate claims
       registers will be maintained for each of the Chapter 11
       cases.

                       About NNN 3500 Mapple

NNN 3500 Maple 1, LLC, et al., filed Chapter 11 for protection
(Bankr. N.D. Tex. Lead Case No. 13-30402) on Aug. 28, 2013.  The
petitions were signed by Mubeen Aliniazee as restructuring
officer.  The Debtors estimated assets and debts of at least $50
million.  Michelle V. Larson, Esq., --
michellelarson@andrewskurth.com -- at Andrews Kurth LLP, in 1717
Main Street, Suite 3700 Dallas, Texas 75201 -- serves as the
Debtors' counsel.


NSG HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on NSG Holdings LLC.  At the same time,
S&P affirmed its 'BB+' issue rating on its $514 million senior
secured notes due 2025 ($441 million outstanding) and the
$146 million term loan facility maturing 2019, which it is
expanding to $202 million.  The '2' recovery rating indicates a
substantial recovery (70% to 90%) if a default occurs.  The
outlook is stable.

The ratings on NSGH reflect an "aggressive" financial risk profile
marked by high debt balances following the dividend capitalization
that NSGH carried out last year.  Although the proposed additional
debt will weaken performance for the current year and slow down
the financial improvement anticipated over the next three years,
amortization of project level debt and debt at NSGH together with
improved margins from increased contractual capacity payments and
reductions in fuel costs will likely strengthen measures in line
with the "aggressive" financial risk profile in 2014 and 2015.

NSGH plans to exercise its flexibility to issue an incremental
senior secured term loan B of $56 million pursuant to the credit
agreement that allows for incremental loans of up to $104 million.
NSGH will distribute the proceeds to parent Northern Star
Generation LLC (NSG), which will use proceeds to finance the
acquisition of the remaining 50% interest in the Nevada
Cogeneration Associates No. 1 (NCA) project from Chevron.  NSGH
currently owns 50% of NCA, a 90 megawatt (MW) gas-fired combined-
cycle facility in Clark County, Nev. Current distributions from
NCA account for 7% to 9% of NSG's cash flows, and S&P expects the
contributions will reach 12% following the acquisition.

"The stable outlook reflects our expectation of predictability and
stability of cash flows from the projects' long-term power
contracts and mitigation of gas price exposure through hedges,
despite the additional debt incurred at the holding company," said
Standard & Poor's credit analyst Trevor D'Olier Lees.

"Under our base case, we expect the company to improve its current
capital structure over the next two years, such that by 2014 it is
below 5x, although we expect it to be above this level in 2013.
This should be achievable with no further issuance of holding
company debt and reflects the benefits of debt amortization at the
project level.  We also expect adjusted FFO to total debt, which
is currently weak for an "aggressive" financial risk profile, to
gradually improve to 18% by 2015," S&P added.


OCEANSIDE CDC SUCCESSOR: Moody's Affirms Ba1 Rating on 2003 Bonds
-----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating of the
Successor Agency to the Oceanside Community Development Commission
Downtown Redevelopment Project's (CA) 2003 Refunding Tax
Allocation Bonds, 2003 Subordinate Tax Allocation Bonds, and 2002
Subordinate Tax Allocation Bonds. The bonds are secured by a
pledge of tax increment revenues from the agency's redevelopment
project area.

Rating Rationale

The confirmation at Ba1 reflects the weak coverage in the second
period on a combined coverage basis and the small project area,
notwithstanding the diversity of the largest taxpayers, the strong
total assessed value (AV) to incremental AV, and the large value
of total AV. The project area's coverage for the first payment
period on a combined basis in calendar year 2013 is a strong 4.05
times, though falls to a somewhat weak 1.61 times in the second
payment period for the same calendar year. These coverage ratios
will likely continue through maturity of the bonds. The project
area is smaller than Moody's standard threshold of 1,000 acres at
375 acres. The project area's AV declined from fiscal 2010 through
fiscal 2013, before a projected increase of 0.9% in fiscal 2014.
Moody's expects the combined project area AV to increase in the
near-term. Taxpayer concentration is diverse at 18% of incremental
2013 AV. The total AV to incremental AV is strong at 96% in fiscal
2013. The city's wealth indicators are comparable to national
averages. Importantly, however, is the state legislature's
willingness to modify the cash flows available for bond debt
service as a considerable source of uncertainty and a major factor
for not placing the rating in the A category.

Under AB X1 26, the statutes that dissolved all California
redevelopment agencies, tax increment revenue is placed in trust
with the County auditor, who makes semi-annual distributions of
funds sufficient to pay debt service on tax allocation bonds,
including other obligations.

Strengths

- Strong first payment period debt service coverage

- Assessed value expected to increase

- Diversity of ten largest taxpayers

Challenges

- Below 2x coverage in the second payment period

What could move the rating - UP

- Significant and sustained increase in assessed valuation

- Increased debt service coverage in the second payment period

What could move the rating - DOWN

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


ORCKIT COMMUNICATIONS: Incurs $1.2-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
Orckit Communications reported a net loss of $1.24 million on
$2.39 million of revenues for the three months ended June 30,
2013, as compared with a net loss of $2.25 million on $3.52
million of revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $3.40 million on $4.67 million of revenues, as compared
with a net loss of $5.86 million on $6.76 million of revenues for
the same period a year ago.

The Company's balance sheet at June 30, 2013, showed $13.52
million in total assets, $25.02 million in total liabilities and a
$11.50 million total capital deficiency.

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

                        http://is.gd/9mSucv

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.

Kesselman & Kesselman, 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 a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


PARKWAY ACQUISITIONS: Oct. 2 Hearing on Case Dismissal
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Oct. 2, 2013, at 10 a.m., to consider
Auberge Grand Central, LLC's motion to dismiss the Chapter 11 case
of Parkway Acquisitions, I, LLC or, alternatively, to vacate the
automatic stay with respect to the Debtor's single asset -- a real
property known as 70-36 113th Street, Forest Hills, New York City.
Objections, if any, are due Sept. 25, 2013, at 4 p.m.

The Debtor is borrower under the note and mortgage held by Auberge
on the real property.  As of June 28, 2013, the payoff amount of
the mortgage was $17,207,632, exclusive of unpaid real estate
taxes.

Auberge -- a New York limited liability company, which, as
assignee of Thomas A. Seaman, solely in his capacity as receiver,
appointed by the U.S. District Court, for Medical Provider
Financial Corporation III -- holds the note and mortgage on the
premises, which is subject of a foreclosure action pending in the
Supreme Court of the State of New York, county of Queens.

On May 6, the Court issued a judgment of foreclosure and sale.

According to Auberge, the case must be dismissed because, among
other things:

   1. the Debtor failed to maintain appropriate insurance that
      poses a risk to the estate or to the public;

   2. the case involves a two-party dispute between Auberge and
      the Debtor; and

   3. the Debtor will be unable to formulate a feasible plan of
      reorganization, as Auberge would dominate the unsecured
      class of creditors and will not vote in favor of any plan
      proposed by the Debtor.

Auberge's counsel can be reached at:

         Richard J. McCord, Esq.
         Carol A. Glick, Esq.
         AUBERGE CERTILMAN BALIN ADLER & HYMAN, LLP
         90 Merrick Avenue
         East Meadow, NY 11554
         Tel: (516) 296-7000
         Fax: (516) 296-7111

                About Parkway Acquisitions, I, LLC

Parkway Acquisition I, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013.
Robert G. Aquino, Sr., signed the petition as sole manager and
member.  Judge Shelley C. Chapman presides over the case.  The
Debtor estimated assets and debts of at least $10 million.  Kevin
J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as
counsel.

The Debtor owns the real property located at 70-35 113th Street,
Forest Hills, New York.  The property formerly housed the Parkway
Hospital but the property has essentially laid vacant since the
closure of the hospital in 2008 and the bankruptcy filing of the
hospital.

On March 2, 2012, the Court appointed Ismael Rubin, Esq., as
receiver of the premises.

No trustee, examiner or official committee of unsecured creditors
has been appointed in the case.


PATRIOT COAL: Debtor, Peabody in Yet Another Discovery Dispute
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. and former parent Peabody Energy
Corp. are in another dispute over turning over voluminous
documents.  This time, it's Patriot who says Peabody is
overreaching in demanding documents.

According to the report, meanwhile, Patriot isn't bashful about
asking third parties for documents and information in pursuit of
finding someone to sue and blame for financial problems resulting
in bankruptcy.  In October, the mine workers' union and several
retirees sued St. Louis-based Peabody, contending that spinning
off Patriot in 2007 was intended to interfere with paying
retirement benefits.

The report relates that Peabody served a document-production
request on Patriot, seeking information for use in defending the
suit.  This week Patriot sued Peabody in bankruptcy court in St.
Louis, asking the judge to call a halt on document production
until emergence from Chapter 11 reorganization.

There is another discovery dispute already winding its way to the
bankruptcy judge. As part of an investigation into the spinoff,
Patriot requested documents from Peabody. Patriot will ask the
judge at a Sept. 13 hearing for an order compelling Peabody to
speed up document production.

In the dispute over documents for the union suit, there will be a
hearing in bankruptcy court on Sept. 24.  Patriot says the
document request comes at an inopportune time because there is
month-end deadline for filing a reorganization plan.  The court
should put off document production until the Chapter 11
reorganization is completed, Patriot says.

The union lawsuit "is without merit," Peabody spokesman Vic Svec
said in an e-mailed statement.  Svec said Peabody needs
"comprehensive discovery in support of court proceedings."

Patriot filed papers on Sept. 3 seeking bankruptcy court
permission to demand turnover of documents and information from
ArcLight Capital Partners LLC and Arch Coal Inc. for their roles
in the 2008 acquisition of Magnum Coal Co.  Patriot says it needs
the documents to understand "potential causes of action," meaning
lawsuits.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PROGUARD ACQUISITION: Provides Business Update to Shareholders
--------------------------------------------------------------
Proguard Acquisition Corp. issued a letter to its shareholders
from its Chief Executive Officer providing a general business
update.

Dear Shareholders:

As we continue to navigate through 2013, I am proud of what our
team at Proguard Acquisition Corp. has accomplished in the first
half of the year.  While we continue to grow and increase our
market share in the business to business (B2B) office product
industry, we believe we offer our business, government and
educational customers a broad selection of office supplies at
lower prices and improved efficiencies when compared to their
existing suppliers.  Our personalized service and our growth
strategy will be used to leverage our existing customer
relationships to grow internally by cross marketing our new
products and services to our existing customer base.  I believe
that the accomplishments we have achieved will continue to exceed
our expectations, and I am confident that as we begin to
strategize and navigate the upcoming year, that these
accomplishments will become great successes for our organization.

Each of our three Proguard subsidiaries are beginning to
contribute to the overall success of our company.  Most recently,
in June 2013, we were pleased to have been recognized as a leader
in our market segment.  Our previously announced contract with
Jackson Health Systems began on August 1, 2013.  Jackson Health
Systems is one of the nation's largest hospitals.  I am pleased to
announce that our team has efficiently implemented the customized
system, and we are now working with over 200 new purchasers at
Jackson Health Systems.  We hope to be able to capitalize on our
exclusive business supply contract with Jackson Health Systems and
secure other similar contracts with government, medical and
educational agencies in the future.

Our focus is centered on electronic infrastructure, currently our
biggest project.  While this project has taken much longer than
originally anticipated, we are very excited about the scalability
the new infrastructure may bring us and we are focused on
completing this project as soon as possible.  Once this is
completed, it should open the door to many other vertical markets
so that we can become a "one source" to our customers.  We hope to
use our commodity product so that we may drive traffic to our
company and convert these leads into profitable products and
services.

We also remain focused on improving the bottom line.  To date in
2013 we have increased our gross margins as a percentage of sales,
while experiencing a decrease in top line revenue from the
previous year increasing.  We believe that with this focus on
efficiencies, we run as a better company and as we grow and the
expected increase in our revenues is realized, this focus should
lead to more profitable years.

My team continues to generate new prospects and ideas.  As good as
2013 has been to date, I believe that as we complete the year and
continue into 2014 and beyond, we can do even better.  All of us
at Proguard Acquisition Corp. appreciate the continued support of
our shareholders.

Be well and I look forward to updating you soon.

Sincerely,

David Kriegstein

Chief Executive Officer

                      About Proguard Acquisition

Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in
Lauderdale, Florida, is a Business to Business (B2B) reseller of
all general line office and business products.

As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca
Raton, Florida, expressed substantial doubt about Proguard
Acquisition's ability to continue as a going concern, citing the
Company's net loss and net cash used in operations of $445,016 and
$173,189, respectively, during the year ended Dec. 31, 2012, and
stockholders' deficit and accumulated deficit of $49,314 and
$1.42 million, respectively, at Dec. 31, 2012.

The Company's balance sheet at June 30, 2013, showed $1.02 million
in total assets, $1.28 million in total liabilities and a $257,568
total stockholders' deficit.


QBEX ELECTRONICS: Sept. 10 Hearing on Exclusivity Extensions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Sept. 10, 2013, at 1:30 p.m., to
consider Qbex Electronics Corporation, Inc., et al.'s fourth
motion to extend their exclusivity period for filing a chapter 11
plan and disclosure statement.

The Debtors seek an extension of their exclusive periods to file a
chapter 11 plan from Aug. 28, 2013, until Oct. 28, and to solicit
acceptances for that Plan until Nov. 27.

The Debtors said they need additional time because they, with the
assistance of their financial advisors, CBIZ MHM, LLC, are
negotiating with various lenders and investors regarding a
potential exit financing facility or equity investment in the
Debtors to facilitate a plan of reorganization.

                    About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


REGENCY ENERGY: Fitch Rates New $500MM Senior Notes Due 2020 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Regency Energy
Partners L.P.'s (RGP) proposed $500 million senior notes offering
due 2020. Proceeds from the notes will be used to repay borrowings
outstanding under RGP's revolving credit facility and for general
partnership purposes. The Rating Outlook is Stable.

Key Ratings Drivers

Increased Size/Scale: RGP has been able to increase the size and
scale of its gathering and processing operations, with a
beneficial focus on the Permian basin. The recent acquisition of
the Southern Union Gathering Company, LLC (SUGS) operations has
helped increase RGP's presence in the Permian basin where
production and the need for gathering and processing services is
expected grow. Additionally, SUGS provides decent organic growth
opportunities for RGP.

General Partner Relationship: While Fitch's ratings are largely
reflective of RGP's credit profile on a stand-alone basis, they
also consider the company's relationship with Energy Transfer
Equity, L.P. (ETE; IDR 'BB'), the owner of its general partner
interest. ETE's general partner interest gives it significant
control over the MLP's operations, including most major strategic
decisions such as investment plans. The relationship has also
provided investment opportunities that might otherwise be
unavailable to RGP.

Increased Leverage: Fitch expects RGP's debt-to-adjusted EBITDA to
be high, roughly 5.9x, for 2013 driven by the SUGS acquisition and
between 4.0x to 4.5x for 2014. Should leverage remain elevated for
a sustained time period Fitch would consider a negative ratings
action. Fitch typically adjusts EBITDA to exclude nonrecurring
extraordinary items, and noncash mark-to-market earnings. Adjusted
EBITDA excludes equity in earnings and includes dividends from
unconsolidated affiliates.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests some of which have external debt. RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

Adequate Liquidity: Following the pay down of RGP's revolver
borrowings with the notes proceeds, RGP's liquidity will have
roughly $1.1B in availability under its $1.15 billion revolving
credit facility. The revolving credit facility contains financial
covenants requiring RGP and its subsidiaries to maintain debt to
consolidated EBITDA ratio(as defined in the credit agreement -
including JV and material projects pro forma EBITDA) of less than
5.5x, consolidated EBITDA to consolidated interest expense ratio
greater than 2.50x and a secured debt to consolidated EBITDA ratio
less than 3.25x. As of June 30, 2013 RGP was incompliance with all
of its covenants, debt to EBITDA was 4.3x, interest coverage was
5.07x and senior secured leverage was 0.79x.

Rating Sensitivities

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Continued large-scale capital expenditures funded by higher
   than expected debt borrowings;

-- A failure or reluctance to hedge open commodity price exposure.

-- Significant and prolonged decline in demand/prices for NGLs,
   crude and natural gas;

-- Aggressive growth of distributions at RGP.

-- Debt/Adj. EBITDA above the 4.5x to 5.0x range and distribution
   coverage below 1.0x on a sustained basis.

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- A material improvement in credit metrics with sustained
   leverage at 4.0x or below.

Fitch currently rates RGP as follows:
-- Long-term Issuer Default Rating 'BB';
-- Senior secured revolver 'BB+';
-- Senior unsecured notes 'BB';
-- Series A preferred units 'B+'.

The Rating Outlook is Stable.


REGENCY ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Regency Energy
Partners LP (Regency) and co-issuer Regency Energy Finance Corp.'s
senior unsecured notes due 2020. Note proceeds will be used to
repay borrowings outstanding under Regency's revolving credit
facility. The outlook is positive.

Ratings assigned:

  Senior Unsecured Notes Rating, assigned B1, LGD4 (60%)

Ratings Rationale

"The notes offering will provide liquidity to further fund
Regency's growth projects, notably the company's ongoing
investments in increasingly fee-based midstream infrastructure,"
commented Andrew Brooks, Moody's Vice President. "While Regency's
current debt leverage is elevated, incremental EBITDA accruing
from recent growth projects and acquisitions is expected to begin
stabilizing leverage in 2013, followed by reductions in 2014."

Regency's B1 senior unsecured note rating reflects its overall
probability of default, to which Moody's assigns a PDR of Ba3-PD,
and a loss given default of LGD4 (60%). The size of the $1.2
billion secured revolving credit results in a single notching of
the senior unsecured notes below the Ba3 CFR under Moody's Loss
Given Default Methodology.

Regency is a publicly traded master limited partnership (MLP)
whose midstream operations consist of natural gas gathering and
processing (G&P), gas pipeline transmission and natural gas
liquids (NGLs) transportation, processing and fractionation.
Regency's general partner is Energy Transfer Equity, L.P. (ETE,
Ba2 stable), which also owns 12.5% of its limited partnership
units. In April 2013, Regency acquired Southern Union Company's
(SUG, Baa3 stable) Permian Basin natural gas G&P assets, Southern
Union Gas Services, Ltd (SUGS), for $1.5 billion. Regency is fully
integrating SUGS into its existing Permian Basin G&P operations,
generating potentially significant upside to EBITDA through
synergies, efficiencies and ongoing organic growth. The SUGS
acquisition was funded by Regency with $600 million of debt and
$900 million in Regency units issued to SUG, giving its owner,
Energy Transfer Partners, L.P. (ETP, Baa3 stable), a 15% ownership
position in Regency. Moody's expects Regency's debt leverage,
which exceeded 6x as of June 30 largely reflecting the SUGS
acquisition, to stabilize in 2013, before dropping below 5x as a
result of anticipated EBITDA growth and moderating capital
spending. Through growth capital spending and acquisitions,
Moody's expects Regency's EBITDA to more than double over the
period 2010 to 2013.

Regency's Ba3 Corporate Family Rating (CFR) reflects its large
size and scale, notwithstanding the financial constraints
associated with its MLP organizational structure, its business and
geographic diversification and high level of fee-based income
derived from recent expansions and acquisitions. Its rating also
recognizes Regency's rapid growth and evolving business mix
profile, the execution risks associated with its growth projects,
increased structural complexity and its elevated leverage. Growth
capital spending and the acquisition of SUGS will cause leverage
to remain above 5x EBITDA in 2013, although leverage is expected
to decline as growth projects reach completion and integration
efficiencies are achieved at SUGS. The rating is further supported
by Regency's track record of issuing equity and its commitment to
the balanced funding of growth capital spending. Moody's also
takes into account ETE's control of Regency through its GP
interest, recognizing that ETE also looks to Regency to help fund
its own distributions and debt service obligations.

Regency should have adequate liquidity into mid-2014, which is
captured in its SGL-3 Speculative Grade Liquidity (SGL) rating. At
August 30, Regency reported $725 million of borrowings outstanding
under its $1.2 billion secured revolving credit facility. The
revolver is scheduled to expire in May 2018. Regency should have
sufficient cushion under its three financial covenants. Its
leverage ratio (debt/EBITDA) is limited to 5.50x through March
2015 (5.25x thereafter), with secured debt/EBITDA limited to
3.25x. Covenant language is such that it permits Regency to employ
an adjusted EBITDA for projects in construction to account for the
lag in EBITDA attributable to growth capital spending. The minimum
interest coverage ratio is set at 2.50x EBITDA. Its $1.2 billion
revolving credit facility is secured by all assets, although
Regency has an asset base significantly in excess of this amount,
affording it the ability to raise additional liquidity through
asset sales, if so required.

Regency's positive outlook reflects Moody's expectation that
elevated debt leverage will subside as the integration of SUGS and
new growth projects begin to generate incremental EBITDA.
Presuming Regency successfully integrates SUGS into its existing
G&P asset base and executes on its growth initiatives, its rating
could be upgraded. At the same time Moody's would expect Regency
to restore debt to EBITDA to below 5x while maintaining operating
margins from fee-based sources in the 70% range. Ratings could be
downgraded should peak leverage not begin to trend down.
Additionally, should the credit of ETE or ETP materially weaken,
or should ETE or ETP aggressively pressure Regency for higher
distribution payouts, a negative rating action could be
considered.

Regency Energy Partners LP is a midstream energy MLP headquartered
in Dallas, Texas.

ETE, also a publicly traded MLP, controls Regency through its 2%
GP interest, and owns 26 million of Regency's common units and
100% of its incentive distribution rights. ETE is headquartered in
Dallas, Texas.

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


REGENCY ENERGY: S&P Assigns 'BB' Rating to $500MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to Regency Energy
Partners L.P.'s and Regency Energy Finance Corp.'s issuance of up
to $500 million of senior unsecured notes due 2020.  The
partnership intends to use note proceeds to repay borrowings
outstanding under its revolving credit facility.  As of June 30,
2013, Regency had about $2.9 billion of reported debt. Dallas-
based Regency is a midsize master limited partnership in the U.S.
midstream sector.

RATINGS LIST

Regency Energy Partners L.P.
Corporate Credit Rating                      BB/Stable/-

New Rating

Regency Energy Partners L.P.
Regency Energy Finance Corp.
$500 mil sr unsecd notes due 2020            BB
  Recovery Rating                            4


REGIONAL EMPLOYERS: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has dismissed the chapter 11 case of Regional Employers Assurance
Leagues Voluntary Employees' Beneficiary Association Trust.

The Debtor has not filed a satisfactory application to retain
counsel as required by the Court's Aug. 26 Order.

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust and three related Debtors were
seeking to retain a single law firm (Dilworth Paxson) -- a
proposal specifically precluded by the Court's findings on the
record of substantial and pervasive potential conflicts of
interest among three of these related debtors at the hearings on
August 9 and 19, 2013.

The Debtor filed a motion to employ Matthew A. Hamermesh, Esq., at
Hangley Aronchick Segal Pudlin & Schiller, in Philadelphia, as
counsel, but the motion was denied by the Bankruptcy Court.

The Court also ruled that the Debtor's request for a stay of the
dismissal order is denied because the Debtor is unlikely to
prevail on appeal and because the balance of the equities favors
the plan beneficiaries as the Debtor's delay in this case has
harmed them but benefitted the Debtor.

            About Regional Employers Assurance Leagues
        Voluntary Employees' Beneficiary Association Trust

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.  Judge Jean K.
FitzSimon presides over the case.

The Debtor estimated assets at $50 million to $100 million and
debts at $1 million to $10 million.  The petition was signed by
John J. Koresko, V, director of trustee and administrator.


RESIDENTIAL CAPITAL: Bid to Halt FHFA Suit Goes to Appeals Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC's bid to halt the Federal
Housing Finance Agency's lawsuit against its non-bankrupt parent,
Ally Financial Inc., is back before a federal appeals court.

The report recounts that ResCap and Ally have twice failed to get
the U.S. District Court to halt the case.  In its role as
conservator of Freddie Mac, the FHFA sued ResCap, Ally and
affiliates over allegedly false and misleading statements in
documents related to residential-mortgage backed securities that
Freddie Mac bought.  After ResCap, Ally's mortgage-servicing unit,
went Chapter 11 in May 2012, the FHFA dropped it from the suit to
avoid violating the automatic stay prohibiting lawsuits outside
bankruptcy court.  ResCap, based in New York, started a lawsuit in
bankruptcy court contending that continuing to sue Ally and other
nonbankrupt affiliates also violated the automatic stay.  U.S.
District Judge Denise Cote took ResCap's suit out of bankruptcy
court at the agency's request.  She ruled in July 2012 that the
lawsuit against Detroit-based Ally and non-bankrupt affiliates
couldn't be halted because they weren't in Chapter 11.  ResCap
appealed.

The U.S. Court of Appeals in Manhattan heard argument on June 12
and issued an unsigned, five-page opinion on July 15 sending the
case back to Judge Cote for further findings on whether continuing
the suit against Ally would have "immediate adverse economic
consequences" for ResCap.  On remand, Judge Cote rejected every
one of ResCap's arguments, finding that the automatic doesn't
apply.

At the circuit court's request, ResCap and the agency each filed
five-page letters on Sept. 3 explaining why Judge Cote's August
decision was right or wrong.  ResCap contended Cote made no
factual findings, thus allowing the appeals court to rule as it
sees fit without giving any deference to the lower court's
opinion.  The FHFA lauded Judge Cote for showing there would be no
immediate adverse economic consequences from continuation of the
suit.

The appeal is Residential Capital LLC v. Federal Housing Finance
Agency, 12-3342, U.S. Court of Appeals for the Second Circuit. The
district court case is Residential Capital LLC v. Federal Housing
Finance Agency, 12-cv-05116, U.S. District Court, Southern
District of New York (Manhattan).

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy
filings.

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

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

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

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

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

The bankruptcy court approved disclosure materials so creditors
can vote on ResCap's reorganization plan. There will be a Nov. 19
confirmation hearing for approval of the plan, funded in part by a
$2.1 billion settlement payment from Ally. The settlement gives
Ally freedom from most lawsuits, although not from those brought
by the FHFA.

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


RESOURCES IN HEALTHCARE: Files for Bankruptcy, Lawsuit Halted
-------------------------------------------------------------
Jim Warren, writing for The Kentucky Herald Leader, reported that
a business named as one of the defendants in a federal class-
action lawsuit in Lexington has filed for federal bankruptcy
protection.

According to the report, the petition was filed on Sept. 4 in U.S.
Bankruptcy Court in Lexington by Resources in Healthcare
Management.

The company said in the filing that it has estimated assets of up
to $50,000 and estimated liabilities of $1 million to $10 million,
the report related.

The company said in the filing that it has estimated assets of up
to $50,000 and estimated liabilities of $1 million to $10 million,
the report further related.

Resources in Healthcare Management estimated it has between 200
and 999 creditors, the report added.  The petition, which includes
nearly 100 pages of creditors' names, was signed by Lu Anne
Wallace.

Wallace and Resources in Healthcare Management are among the
corporate and individual defendants named in the federal class-
action suit in U.S. District Court in Lexington, the report said.


REVOLUTION DAIRY: Makes More Disclosures Under Revised Plan
-----------------------------------------------------------
Revolution Dairy, LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Utah a revised Joint Chapter 11 Plan and
Disclosure Statement dated Aug. 14, 2013.

The latest version of the Plan provides that Bliss LLC's non-
exempt cash contribution at the Plan Effective Date is increased
to $22,588.25 from $22,000.

The Aug. 14 Disclosure Statement has attachments on cash flow
projections, and additional information regarding budgets.  It
also reveals anticipated salaries for the post-confirmation
management of the Debtors.  Among other things, Bliss LLC will be
managed by a general manager, Tim Bliss.  More details are also
disclosed on insider compensation.

As previously reported by The Troubled Company Reporter, the Plan
proposes that each of the Debtors transfer their dairy-and-
farming-related assets to Bliss LLC (a new limited liability
company) which will, in turn, assume the Debtors' secured and
unsecured liabilities under the Plan.  For Revolution and Highline
(which only have dairy-and-farming-related assets and debts), the
transfer of assets and assumption of liabilities is all-
encompassing.  Concerning Bliss, all assets will be transferred to
Bliss LLC save the Bliss Personal Assets as identified in the
Plan.  Bliss LLC will, in turn, assume all Bliss Dairy Debts
(i.e., all of Bliss' obligations save the Bliss Residence
Mortgage).  Bliss will also contribute non-exempt cash on
the Effective Date to Bliss LLC and will pay Bliss LLC $50,000
(under a note) representing the liquidation value of the Bliss
Personal Assets that Bliss will retain.

Bliss LLC will continue the dairy operations of the Debtors and
will maintain three milk production units that correspond with the
pre-confirmation dairy operations of the Debtors (i.e., the
Revolution Unit, the Highline Unit, and the Bliss Unit).

Bliss LLC will also continue Highline's farming operations which
include leasing farmland and entering into annual harvesting and
purchasing agreements with local forage producers.

Except for obligation owed under the Bliss Residence Mortgage, all
payments to holders of Allowed Claims (Secured and Unsecured) will
be paid by Bliss LLC.  The Bliss Residence Mortgage will be paid
by Bliss from post-Confirmation wages and social security
benefits.

A full-text copy of the Disclosure Statement dated Aug. 14, 2013
is available for free at:

     http://bankrupt.com/misc/REVOLUTIONDAIRY_DSAug14.PDF

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq.,
Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince,
Yeates & Geldzahler.  Highline Dairy, LLC, is represented by
George B. Hoffman, Esq., at Parsons Kinghorn & Harris.  Robert and
Judith Bliss are represented by David T. Berry, Esq., at Berry &
Tripp P.C.

The Debtors' cases are jointly administered under Case No.
13-20770.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped Snell and Wilmer
L.L.P. as its counsel.  Berkeley Research Group LLC serves as the
panel's financial advisor.


REVOLUTION DAIRY: Claims Treatment Favors Insiders, Committee Says
------------------------------------------------------------------
The Official Committee of Unsecured Creditors filed with the Court
a limited objection to the adequacy of certain aspects of
Revolution Dairy, LLC, et al.'s Disclosure Statement dated Aug.
14, 2013.

On behalf of the Committee, David E. Leta, Esq., of Snell & Wilmer
L.L.P., contends that the treatment provided in the Plan for
Unsecured Creditors' Class U1 to U3 Claims shifts the risk of
default to the backs of unsecured creditors while enabling the
Debtors' insiders to:

  (1) receive, regular, substantial salaries and benefits
      commencing on the effective date;

  (2) have the unfettered use of substantial amounts of cash that
      otherwise belongs to and should be paid to unsecured
      creditors; and

  (3) retain their ownership interest in the enterprise.

Moreover, Mr. Leta argues that the discussion of U1 Claims is
misleading and inadequate.  He specifies that it is inaccurate to
to classify 503(b)(9) claims as "general unsecured claims."
These creditors hold administrative expense claims and should be
categorized and treated along with holders of other administrative
claims.  The Disclosure Statement, he adds, does not explain that,
absent each creditor's consent, the holders of claims in this
Class are legally entitled to be paid the full amount of their
claims.  Finally, Mr. Leta says, the Disclosure Statement suggests
that the holders of these claims are receiving "full payment",
when, in fact, the present value being paid to these creditors
is less than the allowed amounts of their respective claims.

Mr. Leta further asserts the Disclosure Statement does not explain
the severe limitations placed on the efficacy and authority of the
Oversight Committee.  It does not explain that the Oversight
Committee has no authority to augment or increase payments to
unsecured creditors should the Debtor have sufficient ability to
make additional payments.

"This lack of effective control by the POC is a significant risk
for unsecured creditors, which materially impacts their decision
on whether to accept or reject this Plan," Mr. Leta says.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq.,
Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince,
Yeates & Geldzahler.  Highline Dairy, LLC, is represented by
George B. Hoffman, Esq., at Parsons Kinghorn & Harris.  Robert and
Judith Bliss are represented by David T. Berry, Esq., at Berry &
Tripp P.C.

The Debtors' cases are jointly administered under Case No.
13-20770.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped Snell and Wilmer
L.L.P. as its counsel.  Berkeley Research Group LLC serves as the
panel's financial advisor.


REVSTONE INDUSTRIES: Parties Disagree on Corporate Governance
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revstone Industries LLC is in an almost
incomprehensively complex technical dispute on the question of
whether newly bankrupt subsidiary Metavation LLC received proper
authorization for filing in Chapter 11 and retaining
professionals.

According to the report, to the committee's way of thinking,
Metavation didn't have proper authorization for being in
bankruptcy and its petition should be dismissed, even though the
bankruptcy court in Delaware already approved selling the business
for $25.1 million to Dayco Products LLC, a unit of Mark IV LLC.

The Revstone creditors posit that authorization for Metavation to
go bankrupt could only be given by its direct parent, a company
named Revstone Transportation.  That company, according to the
creditors, is managed by a two-person restructuring committee
formed during bankruptcy.

Because one of the two on the committee didn't vote on authorizing
bankruptcy and retaining professionals, the committee says there
was no quorum and the actions were void under a legal doctrine
known as ultra vires.  Revstone replied by describing how Delaware
"largely abolished the ultra vires doctrine almost a half century
ago."

Both sides throw around arguments on corporate governance
explaining why the actions were or weren't authorized.  The latest
round of papers were filed at the end of last week after the
bankruptcy judge held a hearing and asked for more briefing on
legal issues.

Metavation's authorization is minor compared with other disputes
between Revstone and the creditors.  Each filed competing Chapter
11 plans.

                 About Revstone Industries et al.

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

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

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

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

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

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


ROBERTS HOTELS: Consents to Dismissal of 3 Bankruptcy Cases
-----------------------------------------------------------
Roberts Hotels Atlanta, Roberts Hotels Dallas, and Roberts Hotels
Tampa, by and through counsel, consent to Bank of America, N.A.'s
Motion to Dismiss their Chapter 11 cases.

In 2007, BofA made loans totaling $43 million to the six
affiliated borrowers so that the borrowers could each purchase a
hotel.  The hotels were located in Houston, Dallas, Atlanta,
Tampa, Shreveport, and Spartanburg.  BofA took mortgage liens on
each of the hotels to secure the outstanding loan.

On various dates in 2012, each of the six affiliated borrowers
filed for Chapter 11 protection. In particular, the entities
that owned the hotels in Dallas, Atlanta, and Tampa filed their
respective cases as:

     Hotel Filing                   Date            Case Number
     ------------                   ----            -----------
Roberts Hotels of Tampa, LLC      May 7, 2012    Case No. 12-44391
Roberts Hotels of Atlanta, LLC    May 9, 2013    Case No. 12-44493
Roberts Hotels of Dallas, LLC     May 23, 2012   Case No. 12-45017

According to BofA, cause exists to dismiss each of the Dallas
Case, the Atlanta Case, and the Tampa Case because all assets of
those respective estates have been sold and the proceeds paid to
BofA, which held a first priority lien on all of the estate's
assets.  There is no prospect of any distributions being made to
creditors other than BofA as the bank also holds a lien on
avoidance actions to secure the DIP loans made earlier in these
cases, which loans remain outstanding.

BofA said the Order dismissing the three cases should specifically
provide that all Orders, Judgments, and Decrees entered in
connection with such cases prior to the dismissal should be
unaffected by the dismissal of the cases.

Attorneys for the Debtor can be reached at:

         A. Thomas DeWoskin, Esq.
         Brant M. Feltner, Esq.
         DANNA McKITRICK, PC
         7701 Forsyth Blvd., Suite 800
         St. Louis, MO 63105
         Tel: (314) 726-1000
              (314) 725-6592 (fax)

                   About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.  In August 2012, the Bankruptcy Court dismissed the case.

The cases are jointly administered.

Three of the Hotels were sold in an online auction March 19, 2013,
for a combined $5.2 million:

    Location of Hotel   Buyer              Purchase Price
    -----------------   -----              --------------
    Tampa, Fla.         Harishyan Singh     $1.14 million
    Spartanburg, S.C.   Sumitra Arora       $2.5  million
    Marietta, Ga.       Edgar Olivares,     $1.6  million


SAN BERNARDINO, CA: Commits to Plan 'Outline' for Mediation
-----------------------------------------------------------
Ryan Hagen, writing for The San Bernardino Sun, reported that San
Bernardino city officials committed in U.S. Bankruptcy Court on
Sept. 4 to having an "outline" by Oct. 15 to guide discussions
with creditors and a mediator, saying they understood and would
adjust to the judge's impatience with earlier estimates.

"The council is fully supportive of whatever date the court sets,"
said the city's bankruptcy attorney, Paul Glassman of Stradling
Yocca Carlson Rauth, the report related.  "The city got the
message, so they're fully on board."

The mediation is intended to streamline the city's bankruptcy, so
it can more quickly put together a plan to restructure its debt,
the report added.

Bankruptcy Judge Meredith Jury set the hearing for Sept. 4 after
the city -- minutes after winning a significant battle over
eligibility despite objections that it was purposefully stalling
in bankruptcy court -- proposed a timeline that she said seemed
unreasonably slow.

"The primary purpose (of Wednesday's hearing) was because the
answers that I was getting from the city about when it might have
some kind of draft, terms sheet ... were not satisfactory to the
court," Jury said, the report cited.  "I was hoping to move
quicker."

                    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.


SILGAN HOLDINGS: Moody's Rates New Notes Ba2 & Affirms Ba1 CFR
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$300 million senior unsecured notes of Silgan Holdings Inc. and
affirmed the company's Ba1 Corporate Family and Probability of
Default ratings. The ratings outlook remains stable. The proceeds
from the new $300 million notes due 2022 will be used to pay down
revolver borrowings.

Silgan will use a combination of cash and revolver borrowings to
fund the acquisition of Portola Packaging, Inc. Portola is a
manufacturer of plastic closures, operates eight manufacturing
facilities in North America and Europe and had sales of
approximately $200 million in 2012. Silgan agreed to acquire
Portola for a cash purchase price of $266 million on a debt-free
basis. The transaction is expected to close as early as September
2013 subject to certain customary conditions and regulatory
approvals.

Moody's took the following actions for Silgan Holdings Inc.:

  Assigned $300 million senior unsecured notes due 2022, Ba2
  (LGD 5, 85%)

  Affirmed Corporate Family Rating at Ba1

  Affirmed Probability of Default rating at Ba1-PD

  Affirmed $800 million multicurrency revolving credit facility
  due July 2016, Ba1 (LGD 3, 33% from 38%)

  Affirmed $520 million term loan A due July 2017, Ba1 (LGD 3,
  33% from 38%)

  Affirmed EUR335 million term loan A due July 2017, Ba1 (LGD 3,
  33% from 38%)

  Affirmed $500 million senior unsecured notes due April 2020,
  Ba2 (LGD 5, 85% from 87%)

Moody's took the following actions for Silgan Plastics Canada Inc.

  Affirmed CAD 81 million term loan A due July 2017, Ba1 (LGD 3,
  33% from 38%)

The ratings outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The Ba1 Corporate Family rating reflects the consolidated industry
structure in the company's metals segment (food can and closures)
and strong market shares and contract structures in food cans. The
rating also reflects the significant onsite presence with
customers in the food can segment and the significant percentage
of custom products in the plastics segment. The company remains
focused on cost cutting and productivity and is expanding into
higher growth markets. Silgan also maintains good liquidity.

The Corporate Family rating is constrained by the company's
acquisitiveness, primarily commoditized product line and
concentration of sales. The rating is also constrained by the low
growth in the food can market and the potential for increased
business, operating and ratings risk over time stemming from the
company's acquisition strategy. Contract terms in the plastic
vacuum closures and plastics segments have relatively weaker terms
than the food can segment (including a lack of cost pass-throughs
for costs other than raw materials) and resin prices have been
volatile historically. Moreover, the industry structures for both
plastic segments are fragmented with significant competitive
pressures.

Silgan's leverage is high for the rating category and a failure to
reduce it would pressure ratings. Additionally, continued
acquisitions that alter the company's business profile or
significant debt financed acquisitions may also prompt a
downgrade. The ratings could also be downgraded if there is
deterioration in the operating and competitive environment,
deterioration in credit metrics and/or change in financial
policies to the detriment of debt holders. Specifically, the
ratings could be downgraded if adjusted debt to EBITDA remains
above 3.5 times, free cash flow to debt remains below 9.5%, EBIT
to interest expense declines to below 4.0 times, and/or the EBIT
margin remains below 9.5%.

The rating could be upgraded if Silgan commits to investment grade
financial policies and sustainably improves credit metrics within
the context of continued stability in the operating and
competitive environment. Specifically, the ratings could be
upgraded if the EBIT margin improves to the mid-teens, debt to
EBITDA improves to below 2.8 times, EBIT to interest expense
improves to over 4.5 times, and free cash flow to debt improves to
the mid teens.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


SILGAN HOLDINGS: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' (two notches
below the corporate credit rating) senior unsecured debt rating to
Silgan Holdings Inc.'s proposed $300 million senior unsecured
notes due 2022.  S&P assigned a '6' recovery rating to this debt,
indicating its expectation of negligible (0% to 10%) recovery in
the event of a payment default.

Silgan will use proceeds of the notes offering to pay down
outstanding borrowings under its revolving credit facility.  The
existing ratings on Silgan, including the 'BB+' corporate credit
rating, are unchanged.  The outlook is stable.  The stable outlook
reflects steady cash flow generation and S&P's expectation that
credit measures will remain appropriate for the ratings.

RATINGS LIST

Silgan Holdings Inc.
Corporate Credit Rating                   BB+/Stable/--

New Rating

Silgan Holdings Inc.
$300 Mil. Senior Unsec. Notes Due 2022    BB-
   Recovery Rating                         6


SOURCEGAS LLC: Fitch Affirms 'BB+' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed SourceGas LLC's (SGL) 'BB+' long-term
Issuer Default Rating (IDR) and 'BBB-' senior unsecured debt
rating. The Rating Outlook remains Stable. Approximately $325
million of senior notes is affected by today's rating action.
Key Rating Drivers:

Leveraged Holding Company Structure: SGL is a wholly-owned
subsidiary of SourceGas Holding LLC (SGH, not rated by Fitch) the
ownership vehicle created by joint owners General Electric
(through various subsidiaries) and Alinda Investments LLC to
execute the leveraged buyout of the regulated natural gas business
from Kinder Morgan in 2007. Proceeds from debt issued at SGH are
down-streamed to SGL as equity, creating a servicing burden to SGL
in the form of up-streamed dividends.

Low-Risk Utility Business: SGL conducts its regulated natural gas
distribution businesses in four states: Arkansas, Colorado,
Nebraska, and Wyoming. Regulated activities account for over 90%
of gross margin. Commodity costs are a straight pass-through to
customers via recovery mechanisms. Fixed service charges and base
load represent over 50% of revenues and SGL has weather
normalization in Arkansas, further reducing earnings and cash flow
volatility.

Elevated Capital Investment Program: SGL's capital investment
budget is expected to remain elevated over the five-year forecast
period with meter growth approximating 2% annually. In 2013, SGH
injected $50 million of equity into SGL in order for the utility
to maintain its capital structure of around 47% to 50% equity. SGH
incurred additional debt to make the equity infusion. SGH
maintains a capital structure managed to a level of approximately
70% debt.

Stable Credit Metrics: SGL profitability and interest coverage
metrics are generally strong for the ratings category, while
leverage metrics are modestly below peers. The infusion of $50
million in new equity provides sufficient capital at the utility
to finance the capital investment program and maintain its capital
structure with debt to total capital averaging 52% over the
forecast period. Over the same time period, Fitch expects EBITDA
to interest to average slightly above 4.0x while debt to EBITDA
will approximate 5.0x. Cashflows reflect some lag from growth
capex until such investments are added to rate base.

Financial Flexibility: Fitch considers SGL's financial flexibility
to be somewhat constrained as a private company, which limits
capital access, and by a relatively short-dated debt maturity
structure. SGL's debt maturities, consisting primarily of $150
million of term debt due in 2016 and $325 million of notes due in
2017 present a degree of market risk at the time of refinancing.

Liquidity
Fitch considers SGL's liquidity to be adequate, supported by a
$175 million revolving credit facility due in 2016 to fund
cyclical working capital needs, fund capital investments not met
by internally generated funds, and general corporate purposes.
Covenants include a debt to capital limit of 65%. Liquidity is
bolstered by the recent $50 million equity infusion from SGH and
the revolver is largely undrawn.

Rating Sensitivities

Positive: A positive rating action is considered unlikely given
existing leverage and financial policies regarding consolidated
SGH capital levels.

Negative: Future, developments that may, individually or
collectively lead to a negative rating action include:

-- A meaningful increase in leverage at either SGL or SGH;
-- Higher up-stream dividends from SGL to SGH;
-- Deterioration in operating performance from regulatory
   outcomes that prevent timely and adequate recovery of invested
    capital.

Fitch has affirmed the following ratings with a Stable Outlook:

SourceGas LLC

-- Long-term IDR at 'BB+';
-- Senior unsecured notes at 'BBB-'.


SPECIALTY PRODUCTS: Opposes Asbestos Claimants' Plan Disclosures
----------------------------------------------------------------
Specialty Products Holding Corp., et al., object to the disclosure
statement for the second amended Chapter 11 Plan filed by the
Official Committee of Asbestos Personal Injury Claimants and the
Future Claimants' Representative of Specialty Products Holding
Corp. and Bondex International, Inc.

The Debtors contended that:

1) the plan of reorganization is unconfirmable on its face;

2) the proposed disclosure statement does not contain adequate
information; and

3) there is no basis on which the Court can grant the Movants'
request to temporarily estimate asbestos personal injury claims
for voting purposes.

Counsel for the Debtors can be reached at:

         Daniel J. DeFranceschi, Esq.
         Paul N. Heath, Esq.
         Zachary I. Shapiro, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701

              - and -

         Gregory M. Gordon, Esq.
         Dan B. Prieto, Esq.
         JONES DAY
         2727 N. Harwood Street
         Dallas, TX 75201
         Tel: (214) 220-3939
         Fax: (214) 969-5100

As reported in the TCR on Aug. 8, 2013, a second amended
Chapter 11 plan was filed by the Official Committee of Asbestos
Personal Injury Claimants and the Future Claimants' Representative
for Specialty Products Holding Corp. and Bondex International,
Inc.

The Plan provides that Bondex, SPHC, and the Reorganized SPHC
Companies will be separated from their non-Debtor direct or
indirect parent.  An asbestos personal injury trust will be
created and SPHC, Reorganized SPHC and the Reorganized SPHC
Companies will be the only entities to receive the benefits of
injunction under Section 524(g) of the Bankruptcy Code.  The
Asbestos Trust will be funded with 100% of the New SPHC Stock and
any claims or cause of action held against third parties.

Reorganized SPHC will be managed and/or sold for the benefit of
holders of all claims that are not paid in Cash, subordinated,
cancelled or otherwise treated pursuant to the Plan.  Current SPHC
Equity Interests will be cancelled, annulled, and extinguished and
new SPHC stock will be issued.

Under the Plan, the holders of Allowed General Unsecured Claims
against SPHC (Class 3) and Allowed Intercompany Claims against
SPHC (Class 5) will receive: (i) Pro Rata share of Cash equal to
the Allowed amount of the claim; or (ii) other treatment as the
Plan Proponents and the claim holder will agree.

A full-text copy of the Disclosure Statement dated Aug. 2, 2013,
is available for free at:

       http://bankrupt.com/misc/SPECIALTYPRODUCTSds0802.pdf

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Attorneys at Montgomery, McCracken, Walker & Rhoads, LLP, in
Wilmington, Delaware, represent the Official Committee of Asbestos
Personal Injury Claimants as counsel.

Attorneys at Young Conaway Stargatee & Taylor, LLP, in Wilmington,
Delaware represent the Future Claimants Representative as counsel.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPRINT CORP: Moody's Rates New Senior Unsecured Notes 'B1'
----------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Sprint
Corporation's proposed offerings of Senior Unsecured Notes due
2021 and Senior Unsecured Notes due 2023. The proceeds will be
used for general corporate purposes, which may include, among
other things, redemptions or service requirements of outstanding
debt, network expansion and modernization. Sprint Corporation is
the parent company of Sprint Communications, Inc., f/k/a Sprint
Nextel Corporation. Existing senior unsecured notes at Sprint
Communications, Inc. and the proposed offering of senior unsecured
notes at Sprint Corporation will rank pari passu through cross-
guarantees. Moody's has also moved the Corporate Family Rating
("CFR"), Ba3, the Probability of Default Rating ("PDR"), Ba3-PD,
and the Speculative Grade Liquidity ("SGL") Rating, SGL-1, from
Sprint Communications, Inc. to Sprint Corporation, which is now
the corporate family's ultimate parent.

Ratings Assigned:

Issuer: Sprint Corporation

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- Ba3-PD

  Speculative Grade Liquidity Rating -- SGL-1

  Outlook -- Stable

  Senior Unsecured Notes due 2021 -- B1, LGD5 (74%)

  Senior Unsecured Notes due 2023 -- B1, LGD5 (74%)

Ratings Withdrawn:

Issuer: Sprint Communications, Inc.

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- Ba3-PD

  Speculative Grade Liquidity Rating -- SGL-1

Ratings Rationale

Sprint's underlying Ba3 Corporate Family Rating recognizes its
large scale, its valuable spectrum assets, slowly improving
operating profile, substantial liquidity, and the implicit support
from Sprint's parent company and majority shareholder, SoftBank.
Offsetting these strengths are high leverage, weak margins, and
Moody's projection for negative free cash flow through 2015. Near
flawless execution across all aspects of the business, including
the requirement to quickly redesign and modernize its entire
network will be necessary before Sprint can hope to grow its
market share in the brutally competitive US wireless industry.

Sprint's ratings could be raised if its turnaround accelerates.
Specifically, if leverage were likely to drop below 4.0x, and free
cash flow were to turn positive upward rating pressure would ensue
(note that all cited financial metrics are referenced on a Moody's
adjusted basis).

Sprint's ratings could be lowered if the network upgrade falls
behind schedule or doesn't yield the financial and operational
benefits promised or if Sprint's competitive position deteriorates
as evidenced by postpaid CDMA churn rising (outside of normal
quarterly variances) or overall market share declines. Also, if
the company allows its liquidity position to weaken significantly,
negative rating pressure will ensue. Specifically, if leverage was
likely to exceed 6.0x (Moody's adjusted) on a sustained basis, the
ratings could be downgraded.

The principal methodology used in this rating was the Global
Telecommunications Industry 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.


SPRINT CORP: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to Sprint Corp., a newly formed parent
entity of the Overland Park, Kan.-based wireless
telecommunications carrier.  At the same time, S&P affirmed the
'BB-' corporate credit rating on Sprint Nextel Corp., which was
renamed Sprint Communications Inc. and is a wholly owned
subsidiary of Sprint Corp.  The outlook is stable.  S&P also
affirmed all issue-level ratings at Sprint Communications as well
as at subsidiaries Sprint Capital Corp., iPCS, and Clearwire Corp.

Additionally, S&P assigned a 'BB-' issue-level rating and '3'
recovery rating to Sprint Corp.'s proposed senior notes due 2021
and 2023 (undetermined amount).  The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%) recovery in the event
of payment default.  S&P expects proceeds from the new debt will
be used to fund the company's network upgrade and to refinance
existing debt at Clearwire.

"The ratings on Sprint reflect what we consider a fair business
risk profile and a highly leveraged financial risk profile, a
combination that supports a stand-alone credit profile of 'b+' for
the company," said Standard & Poor's credit analyst Allyn Arden.

S&P also impute one notch of support from parent company SoftBank
Corp. (BB+/Stable/--), which leads to the 'BB-' corporate credit
rating on Sprint.

The outlook is stable.  Despite S&P's expectation for improving
operating trends, including higher postpaid ARPU and modest
subscriber growth, S&P believes the company will be challenged to
improve leverage in the near term due to its substantial FOCF
deficits over the next two years, which will likely result in
higher levels of debt.  Moreover, S&P believes the company's
subpar profitability relative to its peer group and high capital
expenditures over the next couple of years leave little room for
execution missteps as it upgrades its network.

An upgrade is unlikely in the near term unless Sprint performs
better than S&P has incorporated in its base-case scenario.  This
includes customer growth, margin expansion to the high-20% area or
better, and leverage below 5x on a sustained basis.  S&P could
also raise the ratings if SoftBank were to provide Sprint with
additional capital, and Sprint used that to fund FOCF deficits and
reduce debt below the 5x leverage level.

Conversely, S&P could lower the ratings if maturing industry
conditions and increased competition result in higher churn,
pricing pressure, and accelerating postpaid subscriber losses,
resulting in leverage rising to the 7x area.  Also, given Sprint's
less-than-adequate liquidity, S&P could also lower the ratings if
the company is not able to address upcoming maturities and fund
FOCF deficits by early 2014, leading to a liquidity assessment of
"weak".  In the latter scenario a multi-notch downgrade to 'B-' is
possible depending upon any mitigating actions by SoftBank to
bolster Sprint's liquidity.


SPRINT NEXTEL: Fitch Assigns 'B+' New Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned a new Issuer Default Rating (IDR) to
Sprint Corporation of 'B+' and a 'B+/RR4' rating to Sprint's
benchmark-sized offering of senior unsecured notes due 2021 and
2023. The proceeds from the offering will be used for general
corporate purposes, which may include redemptions or service
requirements of outstanding debt, network expansion, and
modernization. The Rating Outlook is Stable.

The senior notes will be fully and unconditionally guaranteed on a
senior unsecured basis by Sprint's wholly owned subsidiary, Sprint
Communications, Inc. Concurrently with this offering, Sprint will
fully and unconditionally guarantee on a senior basis the
outstanding securities issuances of Sprint Communications Inc.,
Sprint Capital Corporation and iPCS, Inc. Consequently, Fitch
believes Sprint has created a guarantee structure such that the
senior notes issued at Sprint Capital Corp., Sprint Communications
Inc. and Sprint are pari passu.

Key Rating Drivers

The rating affirmation reflects Fitch's view that Sprint's
financial profile will remain weak through 2014 due to the
significant cash deficit during the next two years and the
associated debt borrowing that will increase leverage. Sprint
estimated this deficit at approximately $10 billion in its June
2013 proxy filing driven by $16 billion in capital investment to
keep pace with growing industry demand and the competitive
environment.

Fitch believes the cumulative $28 billion in capital spending the
next four years also reflects the underinvestment in Sprint's
network and the need to accelerate the deployment of capital to
improve Sprint's competitive position. Additionally, DISH's
pursuit of Sprint and Clearwire had a negative impact on Sprint's
available liquidity for other strategic initiatives of $4.7
billion.

Looking forward, as Sprint leverages it cost reduction efforts,
substantial margin expansion should occur in the 2014 and 2015
timeframe. Cost reduction efforts could drive up to $2 billion in
savings. The improved cash generation when coupled with reduced
capital investment should allow for the company to strengthen its
financial profile, including the potential to generate free cash
flow (FCF) by 2015. Leverage is expected to approach 5.5x by the
end of 2013 before declining in 2014.

Operational Trends

Sprint also faces material execution risk across the numerous
strategic objectives that the company is pursuing. Fitch remains
concerned with Sprint platform gross additions trends which, when
adjusted for Nextel subscriber recapture, declined in excess of
20% for the past four quarters. Consequently, postpaid revenue
growth which had increased to approximately 6% during late 2011 to
mid-2012, declined modestly year-over-year for the first half of
2013. During this time, Sprint prioritized its marketing spend for
the recapture of its iDEN subscribers and Verizon Wireless took
share by leveraging its 4G LTE leadership position across its
national footprint.

Sprint will continue to face postpaid subscriber headwinds for the
remainder of 2013 due to the continued negative impact from mixed
accounts (iDEN and Sprint platform), network vision-related churn
and lack of density with its long-term evolution (LTE) footprint.
As such, postpaid revenue will remain pressured and Sprint will
need to find ways to reinvigorate growth in 2014 as competitive
intensity remains high among the national and wholesale providers
for postpaid subscribers.

The accelerated network investment to improve capacity, data
bandwidth and customer experience is a key strategic component of
Sprint plans. The company hopes that the improved network when
combined with its differentiated unlimited plan and Softbank's
expertise will increase its share of industry gross additions.
Fitch believes Verizon and AT&T Wireless are currently much better
positioned to leverage their scale, capital investment, subscriber
bases and spectrum portfolios to capture additional share and
future growth, particularly through the share data plans. These
plans will likely result in even stickier subscribers as consumers
attach more devices, creating further barriers to churn.

Consequently, Sprint's challenge is magnified, as industry
postpaid and prepaid additions are expected to contract further as
the industry matures. Additional avenues for incremental revenue
growth include mobile broadband/tablet devices and machine-to-
machine opportunities.

Spectrum

Softbank's cash infusion materially strengthened Sprint's
flexibility to pursue key consolidation and spectrum
opportunities. Fitch views Clearwire's network and spectrum assets
as integral to Sprint's LTE plans to deploy high-band spectrum in
high-capacity areas, particularly within the urban cores under
Sprint's control. This strengthens Sprint's long-term competitive
position and ability to offer a differentiated unlimited wireless
broadband plan versus its national peers.

Given Sprint's deep 2.5 GHz spectrum position and unbalanced
spectrum portfolio, Fitch believes Sprint could pursue
opportunities to swap/sell 2.5 GHz spectrum and increase its
holdings of other spectrum bands including the sub 1 GHz band
through the 600 MHz broadcast auction. This would enhance Sprint's
financial flexibility and allow for an expanded 2.5 GHz device
ecosystem. An H-block auction in the 2014 timeframe could also
increase Sprint's expected deficit if the company materially
participates in the auction.

Liquidity, Maturities & Financial Covenants

Sprint's liquidity position is supported by $6.4 billion of cash
and $2.1 billion borrowing capacity under a revolving credit
facility. Softbank contributed an additional $1.9 billion of cash
at closing and Sprint paid $3.8 billion related to the Clearwire
transaction. Sprint closed a new five-year $3 billion credit
agreement earlier this year. As of June 30, 2013, $913 million in
letters of credit were outstanding. Sprint also maintains a second
tranche of a $500 million vendor financing facility that became
available for borrowing on April 1, 2013.

Fitch expects Sprint will maintain at least $2 billion of cash
going forward to maintain adequate liquidity for its strategic
plans. As such, given the high cash requirements to fund the
operating deficit related to the capital investment, the Clearwire
acquisition and potential spectrum auction, Fitch expects Sprint
will substantially increase debt during the next year.

Debt refinancing and redemptions have significantly reduced
Sprint's maturity profile (excluding Clearwire) from previous
years. During the next four years, $56 million, $292 million, $611
million and $2,111 million comes due, respectively. Sprint will
consider opportunities to refinance Clearwire's high-coupon debt.
Clearwire has $2.95 billion of 12% first-priority secured notes
due December 2015. The secured notes currently have optional
redemption rights at 106%. This will reduce to 103% in December
2013. The $500 million 12% second priority notes are due in 2017
with optional redemption rights beginning December 2014 at 106%.
The $300 million 14.75% first priority secured notes mature in the
fourth quarter of 2016 and contain a make-whole premium, thus
limiting refinancing options.

Financial covenants with the new credit facility have significant
cushion against the expected leverage increase with current total
leverage ratio not to exceed 6.25 through June 30, 2014. As of
March 31, 2013, the leverage ratio was 4.25.

The unsecured credit facilities at Sprint benefit from upstream
unsecured guarantees from all material subsidiaries. The credit
agreement allows carve-outs for indebtedness composed of unsecured
guarantees that are expressly subordinated to the credit facility.
The unsecured junior guaranteed debt is senior to the unsecured
notes at Sprint Nextel and Sprint Capital Corporation. The
unsecured senior notes at these entities are not supported by an
upstream guarantee from the operating subsidiaries.

The $1 billion vendor financing facility is jointly and severally
borrowed by all of the Sprint subsidiaries that guarantee the
Sprint credit facility, Export Development Canada loan and junior
guaranteed notes. The facility additionally benefits from a parent
guarantee and first priority lien on certain network equipment.
This places the vendor facility structurally ahead of the
unsecured notes.

Rating Sensitivities/Drivers

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Execution on cost reduction opportunities leading to expansion
   in operating EBITDA margins approaching 20%;

-- Improvement in cash generation such that FCF prospects for the
   year are approaching breakeven to positive;

-- Improved FFO interest coverage approaching 4x;

-- Improved FFO adjusted leverage approaching 4x;

-- Additional infusions of capital by Softbank;

-- Improvement in postpaid churn by at least 10-20 basis points;

-- Positive trends in gross addition share.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Lack of an expected turn-around in FCF generation with
   persistent negative trends;

-- Aggressive spectrum purchases that would raise leverage over
   5.5x on a sustained basis;

-- Postpaid subscriber trends materially weaken;

-- Gross addition share gains fail to materialize;

-- Additional material acquisitions.

Fitch affirms the ratings of Sprint Corporation and its
subsidiaries as follows:

Sprint Communications Inc.;

-- IDR at 'B+';
-- $3 billion senior unsecured credit facility at 'BB/RR2';
-- Junior guaranteed unsecured notes at 'BB/RR2';
-- Senior unsecured notes at 'B+/RR4'.

Sprint Capital Corporation;

-- IDR at 'B+';
-- Senior unsecured notes at 'B+/RR4'.

Fitch assigned the following new ratings:

Sprint Corporation;

-- IDR at 'B+';
-- Senior unsecured notes at 'B+/RR4'.


SR REAL ESTATE: Seeks Transfer of Venue to Southern California
--------------------------------------------------------------
SR Real Estate Holdings, LLC, and its secured creditors DACA2010L
L.P. and Sargent Ranch Management Company, LLC, jointly ask the
U.S. Bankruptcy Court for the Northern District of California, San
Jose Division, to enter an order transferring venue of the
bankruptcy case to the U.S. Bankruptcy Court for the Southern
District of California.

According to the Debtor's proposed counsel, Victor A. Vilaplana,
Esq., at Foley & Lardner LLP, in San Diego, California, this is
the third bankruptcy case filed with respect to the property owned
by the Debtor.  The prior bankruptcy cases were filed in the
Southern District of California.  DACA has demanded that the
Debtor transfer venue to the Southern District of California due
to that Court's intimate knowledge of the property and the
parties-in-interest.  Mr. Vilaplana says the Debtor has no
opposition to venue in the Southern District of California.

A hearing on the joint motion is scheduled for Sept. 13, 2013, at
10:00 AM.

The Debtor is also proposes to employ as counsel Matthew J.
Riopelle, Esq. -- mriopelle@foley.com -- at Foley & Lardner LLP,
in San Diego, California.

DACA is represented by William M. Rathbone, Esq. --
wrathbone@gordonrees.com -- at GORDON & REES LLP, in San Diego,
California.

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


SR REAL ESTATE: Taps Foley & Lardner as Bankruptcy Counsel
----------------------------------------------------------
SR Real Estate Holdings, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of California, San Jose
Division, to employ Foley & Lardner LLP as general bankruptcy
counsel, nunc pro tunc to the Petition Date.

As of Sept. 3, 2013, the rates for some of the attorneys and
paraprofessionals expected to be primarily involved in this case
are as follows:

   Victor A. Vilaplana, Esq.              $700.00
   Dawn Messick, Esq.                     $510.00
   Jennifer Pinder, Esq.                  $495.00
   Matthew Riopelle, Esq.                 $455.00
   Marshall Hogan, Esq.                   $335.00
   Kerry Farrar, Paraprofessional         $225.00

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

Victor A. Vilaplana, Esq., a member at Foley & Lardner 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 Debtors and their
estates.  Prior to the Petition Date, the Debtor provided the firm
a retainer in the amount of $350,000.  On the Petition Date, the
firm had on deposit a retainer in the amount of $316,287.

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


SR REAL ESTATE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
SR Real Estate Holdings, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California, San Jose Division,
schedules of assets and liabilities disclosing the following:

                                         Assets       Liabilities
                                      -----------    ------------
A. Real Property                     $15,000,000
B. Personal Property                      16,593
C. Property Claimed as Exempt                N/A
D. Creditors Holding Secured Claims                 $548,891,454
E. Creditors Holding Unsecured
    Priority Claims                                             0
F. Creditors Holding Unsecured
    Nonpriority Claims                                     16,484
                                      -----------    ------------
    Total                             $15,016,593    $548,907,938

Full-text copies of the Schedules are available for free at:

          http://bankrupt.com/misc/SRREALsal0903.pdf

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STATE LINE: Court Rules on Bid to Dismiss Smith Estate Tax Suit
---------------------------------------------------------------
UNITED STATES OF AMERICA, Plaintiff, v. MARY CAROL S. JOHNSON;
JAMES W. SMITH; MARIAN S. BARNWELL; BILLIE ANN S. DEVINE; and EVE
H. SMITH, Defendants, Case No. 2:11-CV-00087 (D. Utah) is an
action for the collection of an estate tax deficiency owed by the
estate of Anna S. Smith.

Anna Smith died in 1991 and her surviving children are the
defendants in the action.  The bulk of Anna's Estate consisted of
9,994 shares of stock in State Line Hotel, Inc., who filed for
bankruptcy in Nevada in January 2002 (Case No. 02-50081).

Defendants moved to dismiss the action, arguing that the
Government failed to state a claim on which relief can be granted.

In an Amended Memorandum Decision dated July 29, 2013, District
Judge Clark Waddoups granted in part and denied in part
Defendants' Motion to Dismiss.  The Court dismisses Eve H. Smith,
wife of James Smith, as defendant without prejudice.  The Court
also dismisses any action against the remaining Defendants as
transferees or trust beneficiaries under section 6324(a)(2).  The
Court, however, denies the motion to dismiss the first cause of
action against the Trustees and against the life insurance
beneficiaries to the extent of the value they received under the
insurance policies.  The court also denies the motion to dismiss
the second cause of action.

A copy of Judge Waddoups's Amended Memorandum is available at
http://is.gd/sgUS0dfrom Leagle.com.


STELERA WIRELESS: Sept. 19 Hearing on Bidding Procedures
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
will convene a hearing on Sept. 19, 2013, at 10 a.m., to consider
Stelera Wireless, LLC's motion for order approving bidding
procedures to govern the sale of its assets.

The Debtor related that it terminated its broadband services and
cannot continue in its business or rehabilitate its operations.
The only way for the Debtor to realize any value for its assets is
to sell the FCC Licenses.

Prior to filing bankruptcy, the Debtor entered into a License
Purchase Agreement with Atlantic Tele-Network, Inc., under which
stalking horse purchaser will acquire certain of the FCC Licenses
for the purchase price of $3,850,000 subject to certain
adjustments and carve-outs upon Bankruptcy Court approval of the
transaction.

The bidding procedures include, among other things:

   Auction:                   Nov. 15, at 9 a.m. at the offices of
                              Christensen Law Group, PLLC, 210
                              Park Avenue, Suite 700, Oklahoma
                              City, Oklahoma

   Bid Deadline:              4 p.m. on Nov. 8

   Objections:                on or before 21 days from the date
                              the sale motion is filed

The Debtor also seeks approval to pay a breakup fee to the
stalking horse purchaser in the amount of $115,000, and payment of
up to $50,000 in reimbursement of legal and due diligence expenses
in the event that the Court approves the purchase agreement with
stalking horse purchaser and the FCC Licenses are then sold to
another purchaser for a higher price.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STEREOTAXIS INC: Renews Silicon Valley Bank Credit Facility
-----------------------------------------------------------
Stereotaxis, Inc., has completed the renewal of its revolving
credit facility with Silicon Valley Bank.

Under an amended credit agreement, Stereotaxis will extend its $3
million asset based revolving line of credit with SVB through
March 31, 2014.  The amended credit agreement eliminates the $3
million of available advances guaranteed by Alafi Capital Company
and an affiliate of Sanderling Venture Partners, and the
guarantees have been terminated.  Furthermore, the prepayment
premium on its term note was eliminated from the agreement,
allowing the Company to repay the outstanding amount under this
facility prior to its maturity date of December 2013, without
penalty.

The facility renewal follows recently announced transactions
involving the exercise of warrants by the Company's convertible
subordinated note holders, as well as by certain other equity
investors, which yielded Stereotaxis gross proceeds of
approximately $11.7 million in additional capital.

Additional information is available for free at:

                        http://is.gd/lS0UU1

                          About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company's balance sheet at June 30, 2013, showed $23.99
million in total assets, $49.63 million in total liabilities and a
$25.63 million total stockholders' deficit.


STOCKTON PUBLIC: S&P Lowers Rating on 2004 & 2009A Bonds to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'D' from 'C' on Stockton Public Financing Authority,
Calif.'s series 2004 (parking and capital projects) lease revenue
bonds and its long-term rating to 'D' from 'C' on the authority's
series 2009A lease revenue bonds.  Both series are appropriation
obligations of Stockton.  The 'A' long-term rating on the series
2004 is unchanged, reflecting a financial commitment by National
Public Finance Guarantee Corp. (A/Stable/--).

"The rating actions reflect our view of the city's nonpayment of
$3.3 million of principal and interest on both series, due
Sept. 3, 2013, the first business day subsequent to the scheduled
Sept. 1, 2013 payment, said Standard & Poor's credit analyst Chris
Morgan.  "These nonpayments are consistent with city's fiscal 2014
pendency plan while it operates under protection from its
creditors under Chapter 9 of the U.S. Bankruptcy Code and with the
lack of sufficient debt service reserve fund balances to meet the
Sept. 3 payment," added Mr. Morgan.


T-L BRYWOOD: Court OKs Shepard Schwartz as Accountants
------------------------------------------------------
T-L Brywood, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Mary Fuller, and the accounting firm of Shepard Schwartz & Harris,
LLP as accountants for its sole member, Tri-Land Kansas City
Investors, LLC, for the tax year of 2012 and for other related
matters.

Shepard Schwartz does not believe that it holds a prepetition
claim against the estate of the Debtor.  To the extent that such a
claim does exist, Shepard Schwartz agrees to waive that claim in
the event that the motion is granted.

Shepard Schwartz estimates that the total amount of billings for
the preparation of the tax returns will be approximately $5,400.

                         About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtors' cases is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


TRAINOR GLASS: Wants Plan Filing Period Extended Until Sept. 9
--------------------------------------------------------------
Trainor Glass Company asks the U.S. Bankruptcy Court for the
Northern District of Illinois to further extend its exclusive
periods to file and obtain acceptances of a plan through and
including Sept. 9, 2013, and Nov. 9, 2013, respectively.

According to papers filed with the Court, substantially all of the
Debtor's physical assets have been liquidated.  Further, the
Debtor has been continuing to work closely with the Official
Committee of Unsecured Creditors and First Midwest Bank to discuss
the structure of plan.  Drafts of such plan, jointly sponsored by
the Debtor and the Committee, have been prepared.  The Debtors
intend to continue this process.

The Debtor says the Committee and First Midwest Bank support the
relief requested in the Motion.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIPLE POINT: S&P Withdraws 'B' CCR Following Acquisition by ION
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Triple Point Technology Inc. and the 'B+' issue-
level and '2' recovery ratings on the company's $165 million term
loan and $20 million revolving credit facility, which were
refinanced as part of the acquisition.

The rating action follows ION Investment Group's acquisition of
the company.  S&P has assigned new ratings to Triple Point Group
Holdings Inc., which is the borrower of the credit facilities
issued to support the acquisition.


TRIUS THERAPEUTICS: M. Bemis Amends Complaint on Cubist Merger
--------------------------------------------------------------
Michael Bemis, who claims to be a stockholder of Trius, filed an
amended complaint with the Superior Court of California, County of
San Diego, against among other defendants, Trius Therapeutics and
Cubist Pharmaceuticals, Inc., to include additional allegations
about a purportedly flawed sales process and supposed conflicts of
interest, and new allegations that the Solicitation/Recommendation
Statement on Schedule 14D-9 omits certain material information.

Cubist has commenced its tender offer for all outstanding shares
of the common stock of Trius for $13.50 per share in cash, plus
one Contingent Value Right, entitling the holder to receive an
additional cash payment of up to $2.00 for each share they tender
if certain sales milestones are achieved.  The tender offer is
being made by BRGO Corporation, a wholly-owned subsidiary of
Cubist, pursuant to the previously announced Agreement and Plan of
Merger, dated July 30, 2013, for Cubist to acquire Trius.

Mr. Bemis filed the lawsuit on Aug. 1, 2013, seeking certification
as a class action on behalf of all of Trius' stockholders.  The
complaint alleges that the defendants breached their fiduciary
duties, and aided and abetted the breach of fiduciary duties, owed
to Trius' stockholders in connection with the Offer and the
Merger.  The complaint seeks injunctive relief enjoining the Offer
and the Merger, or, in the event the Offer or the Merger has been
consummated prior to the court's entry of final judgment,
rescinding the Offer and the Merger.  The complaint also seeks an
accounting for all damages and an award of costs, including a
reasonable allowance for attorneys' and experts' fees and
expenses.

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  As of June 30, 2013, the Company had $74.05 million in
total assets, $19.37 million in total liabilities and $54.68
million in total stockholders' equity.


TUSA OFFICE: Cannot Avoid Payments & Transfers to Knoll, Ct. Says
-----------------------------------------------------------------
The complaint MARILYN D. GARNER, CHAPTER 7 TRUSTEE FOR TUSA OFFICE
SOLUTIONS, INC., PLAINTIFF, v. KNOLL, INC. DEFENDANT, Adv. No. 10-
04271 (Bankr. N.D. Tx.) seeks to avoid as preferential transfers
payments made by Tusa Office to Knoll relating to pre-bankruptcy
invoices totaling $4.59 million.  It also seeks to avoid as
preferential transfer assignments of receivables Tusa Office made
to Knoll totaling $1.61 million.

Tusa and Knoll, an office furniture manufacturer and seller, are
parties to an agreement where Tusa became a certified dealer of
Knoll products.

In an August 5, 2013 Memorandum Opinion, Bankruptcy Judge D.
Michael Lynn concluded that:

  -- Knoll's receipt of the Preference Period Payments did not
result in a voidable preference; and

  -- the Preference Period Receivables are not preferential
transfers because Knoll did not receive a transfer of them on or
within 90 days of the bankruptcy filing date.

A copy of Judge Lynn's August 5, 2013 Memorandum Opinion is
available at http://is.gd/y7uxNhfrom Leagle.com.

Tusa Office Solutions, Inc., and its affiliates are full service
furniture dealer.  On October 31, 2008, Office Expo, Inc. and
Tusa-Expo Holdings, Inc., filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code.  On November 5, 2008,
Tusa Office filed its own Chapter 11 voluntary petition.  The U.S.
Bankruptcy Court for the Northern District of Texas directed the
consolidation and joint administration of the bankruptcy cases of
under Case No. 08-45057.  Shortly thereafter, on January 30, 2009,
Knoll filed its proof of claim for $6,929,783.  On July 16, 2009,
upon the Debtors' motion, the court converted the Bankruptcy Case
from a case under chapter 11 to one under chapter 7.


VANN'S INC: Trustee Files Lawsuit against Former CEO, CFO
---------------------------------------------------------
The Associated Press reported that the trustee overseeing the
Chapter 7 bankruptcy of a Montana-based appliance and electronics
store has filed a lawsuit against the company's former CEO and
CFO, arguing their actions drove "a moderately successful company
into financial ruin" and caused its employee stockholders to lose
$9.2 million.

According to the report, Trustee Richard Samson filed the lawsuit
in U.S. District Court in Missoula on Aug. 30.  The lawsuit also
lists 10 unnamed defendants.

The lawsuit alleges CEO George Manlove of Park City, Utah, and CFO
Paul Nisbet of Missoula caused Vann's Inc. to pay $600,000 per
year above market prices in rent for four properties that housed
Vann's stores and were owned by LLCs of which Nisbet and Manlove
were members, the report said.  The secretary of state's website
lists Nisbet as the registered agent for the LLC that owns
properties in Bozeman, Missoula and Lolo and lists Manlove as the
registered agent for a property in Helena. The Helena Vann's store
closed in early 2012 and the building remains empty.

The lawsuit also alleges Vann's paid more than $350,000 in
personal expenses for Manlove, including at least $97,000 for
tuition and other expenses, for Manlove to receive a master's in
business administration while he intended "to use his new degree
to depart from Vann's and pursue other opportunities," the report
further related. Other personal expenses include interior
decorating costs, iTunes purchases, Apple Store purchases, casino
trips and nearly $50,000 in credit card charges.

The lawsuit alleges Manlove and Nisbet depleted Vann's cash flow
and prevented it from holding adequate reserves, the report added.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  Founded in 1961, Vann's also
owned outdoor clothing and sports products at
http://www.bigskycountry.com/ Vann's was owned by an employee
stock ownership plan trust.

By the Chapter 11 bankruptcy petition date, Vann's employed 160
persons in 5 retail stores, and Apple designed mobile store in
Missoula (OnStore), a warehouse in Lolo and a call center in
Missoula.  Vann's sold appliances, consumer goods and related
products together with outdoor equipment, and clothing, footwear
for outdoor activities. E-Commerce sales represented one half of
total company sales. In 2011, Vann's generated a total of $100.8
million in sales, but suffered a net loss of $1.3 million.
Substantial losses began in 2008.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

Prepetition lender GE Commercial Distribution Finance Corporation
is represented by Gary Vincent, Esq., at Husch Blackwell LLP, and
the Law Offices of John P. Paul, PLLC.  First Interstate Bank, the
DIP Lender, is represented by Benjamin P. Hursh, Esq., at Crowley
Fleck PLLP.

The U.S. Trustee formed a seven-member creditors committee.  The
Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.

The Court appointed Montana lawyer Richard J. Samson as trustee
for Vann's on Oct. 3, 2012.  On Oct. 26, the Court approved the
stipulation between the Chapter 11 Trustee, First Interstate Bank,
GE, the Creditors' Committee and U.S. Trustee to convert the case
to Chapter 7.

In November, the Court approved the sale of five Vann's retail
stores to Texas-based McMagic Partners LP.  Pursuant to the
$4.5 million deal, McMagic acquired the retail electronic and
appliance stores in Missoula, Hamilton, the Flathead Valley,
Billings and Bozeman.  McMagic is owned by a Florida-based company
that runs a chain of electronics stores in the Southwest.


W.R. GRACE: Canada, Montana and Anderson Memorial Lose in Appeals
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that W.R. Grace & Co. prevailed in two of several appeals
that must be decided before the company can exit the asbestos-
driven Chapter 11 reorganization it began almost 13 years ago.

Grace's plan, which creates trusts to take care of existing and
future asbestos claims, was approved by the bankruptcy court in
January 2011.  The plan was upheld in January and June 2012 in
U.S. District Court, prompting challenges before the U.S. Court of
Appeals in Philadelphia.

According to the report, in opinions dated Sept. 4 totaling 88
pages, Grace won two of the appeals.  The appeals were all argued
on June 17.  Losers in the Sept. 4 opinions were Canada, the state
of Montana and Anderson Memorial Hospital.  The opinions, by two
different circuit judges, affirm the breadth of Section 524(g),
added to the U.S. Bankruptcy Code to facilitate reorganization
plans dealing with existing and future asbestos claims.  Montana
and Canada both have claims against Grace because they were sued
for failing to warn citizens about the hazards of asbestos. The
Philadelphia court said Section 524(g) "broadly encompasses
asbestos-related" claims, thus allowing direct and indirect claims
in the same class.  The appellate court also rejected government
arguments that Section 524(g) only addresses direct claims such as
personal injury and wrongful death.  The court said the
government's arguments, although "creative," were ultimately
unpersuasive.

The hospital had a property damage claim caused by products
containing asbestos.  A different circuit judge upheld the plan
and the breadth of Section 524(g).

Grace's Chapter 11 plan is based on a settlement from April 2008
resolving all present and future asbestos personal-injury and
property-damage claims.  Still waiting for decisions are banks
that contend they are entitled to $185 million in interest on
their claims because shareholders are retaining stock worth $4.9
billion.  Banks filing the appeals include Bank of America NA,
Barclays Bank Plc, and JPMorgan Chase Bank NA.

The appeals decided Sept. 4 were In re W.R. Grace & Co.,
12-1521, 12-2904, 12-2923, and 12-3143, Third U.S. Circuit Court
of Appeals (Philadelphia).

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WALNUT CREEK RDA SUCCESSOR: Moody's Cuts Rating on TABs to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
rating on the Successor Agency to the Walnut Creek (CA)
Redevelopment Agency's Series 2000, 2003A and 2003B Tax Allocation
Bonds. The rating outlook is negative.

The bonds are secured by a pledge of tax increment revenues from
the Merged project areas.

Rating Rationale

The downgrade to Ba3 from Ba1 primarily reflects the narrow debt
service coverage on an annual and semi-annual basis. Debt service
coverage for 2013 was a weak 1.12x on an annual basis with less
than 1x in the July to December 2013 period. The coverage was
negatively impacted by one of the two project areas, Mt. Diablo,
reaching its tax increment revenue cap in fiscal 2011. The Ba3
rating and negative outlook also reflects the risk that the
existing project area, South Broadway, supporting the bonds will
reach its tax increment cap prior to the maturity of the bonds.
Under the new legislation it is unclear whether tax increment
limits are still applicable. The negative outlook also
incorporates the the risk that the City will not be able to retain
excess tax increment revenues they have previously accumulated
that could be utilized to pay debt service in the event of a
shortfall due to tax increment cap.

Favorable credit factors incorporated into the rating are the high
wealth levels of the city, the high increment to total AV ratio
and potential growth in the AV in 2014.

Strengths

- High increment to total AV

- Projected growth in AV in 2014

- Cash funded debt service reserve fund

- High wealth levels

Challenges

- Very narrow annual debt service coverage and Less than sum
   sufficient coverage in one period each year

- Tax increment revenue limits

- Uncertainty over reserves

- Very small project area

Outlook

The negative outlook reflects the uncertainty and risks associated
with the tax revenue increment cap for the South Broadway project
area. The outlook also takes into account the potential for the
City to lose some or all of their accumulated reserves.

What Could Move The Rating - UP

- Sustained improvement in debt service coverage levels

- A determination that the tax revenue cap is not applicable

What Could Move The Rating - DOWN

- Narrowing of debt service coverage

- Erosion of reserves

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


* Punitive Damages Permitted on Fraudulent Transfers
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Sept. 3 opinion by the U.S. Court of
Appeals in Philadelphia, punitive damages are available to rectify
commission of a fraudulent transfer under Pennsylvania's version
of the uniform law.

According to the report, the case involved a dispute between a
divorced couple.  Owing about $550,000 in child support and
maintenance to the former wife, the husband transferred real
property and his business to himself and his new wife as tenants
by the entireties.  After the former wife sued, the federal
district judge ruled that the transfers were voidable both as
constructive fraudulent transfers and as transfers with actual
intent to hinder, delay or defraud.  The District Court made its
ruling on summary judgment based on undisputed facts.

On top of ordering the new wife to retransfer the properties to
the husband, the district judge granted $550,000 in punitive
damages against the former husband.  The husband appealed without
success.

Writing a 37-page opinion for the Third U.S. Circuit Court of
Appeals, Circuit Judge Robert E. Cowen easily concluded that there
were sufficient undisputed facts to support the fraudulent
transfer judgments.  The husband's statements that the former wife
would never recover a dime were sufficient to support a finding of
actual fraudulent transfer, Judge Cowen said.

According to the report, Judge Cowen devoted most of the opinion
to the question of whether the Pennsylvania Supreme Court would
make punitive damages available for fraudulent transfers.
Although courts are split, Judge Cowen said that five states hold
they are available.  The outcome was complicated in Pennsylvania
because that state's Supreme Court held that punitive damages
can't be awarded for violation of state anti-discrimination law.

Judge Cowen said that fraudulent transfer and discrimination laws
contain different language regarding remedies and were designed to
achieve different purposes. He said punitive damages can be
granted for common law fraud.

The opinion concludes that the Pennsylvania Supreme Court would
reach the same result as five states allowing punitive damages on
fraudulent transfers.

The case is Klein v. Weidner, 10-3218, Third U.S. Circuit Court of
Appeals (Philadelphia).


* Cross & Simon Says Malpractice Suit Is Bid to Skip Legal Bill
---------------------------------------------------------------
Law360 reported that Delaware law firm Cross & Simon LLC called
malpractice accusations against one of its attorneys "baseless and
meritless" in a court filing made public on Sept. 4, arguing the
real estate firm that sued it is using the case as leverage to
skip out on the bill for its bankruptcy case.

According to the report, in a response filed in the Delaware Court
of Chancery, the firm and attorney Joseph Grey vigorously deny CCC
Atlantic LLC's claims alleging the lawyer mishandled the company's
bankruptcy case.


* Fitch Says Prime U.S. Credit Card ABS Hit New Milestone
---------------------------------------------------------
The credit quality of the U.S. consumer continues to rebound as
credit card ABS performance registered positive gains across the
board this past month, according to the latest monthly index
results from Fitch Ratings.

All major variables improved, including chargeoffs, delinquencies,
yield, monthly payment rate (MPR) and excess spread. Additionally,
several of these metrics managed to break record levels in August.

Fitch's 60+ Day Delinquency Index for August (covering the July
collection period) registered yet another record low in dropping
four basis points (bps). Late stage delinquencies, which measure
the percentage of receivables associated with accounts that are
delinquent in excess of 60 days, fell to 1.30%, a fifth
consecutive monthly decline. Chargeoffs also improved for the
fourth straight month and registered another 25 basis point (bps)
drop to 3.37%. Current loss levels have plunged to levels not seen
in over seven years and are 29% lower year-over-year.

Excess spread measures continue to gradually rise and are still
reaping the benefits of improved loss performance and steady
yields. Excess spread on a three-month average basis increased 37
bps in August to 12.32%, an all-time high. The robust excess
spread levels provide ample cushion for the trusts and their
investors.

Another record-breaker in August was MPR, which outperformed all
other variables during the month. MPR increased almost 2% from
last month to 26.05%, registering an all-time high after falling
the previous month. Current MPR levels remain well above Fitch's
long term index average of 16.86%.

Fitch's Prime Credit Card index was established in 1991 and tracks
more than $113 billion of prime credit card ABS backed by
approximately $239 billion of principal receivables. The index is
primarily comprised of general purpose portfolios originated by
institutions such as Bank of America, Citibank, Chase, Capital
One, Discover, etc.

Unlike the prime index, Fitch's Retail Credit Card Index results
were mixed in August. Retail chargeoffs declined for the third
consecutive month, dropping further 27 bps to 6.08%. Losses have
declined 11.88% since the same period last year. On the other
hand, late stage delinquencies have remained relatively flat and
averaged 2.30% for the last three months, possibly indicating an
end to declining levels of chargeoffs for the remainder of the
year. Late payments have decreased 12.45% over the past year.

Both gross yield and excess spread worsened this month. Gross
yield declined 34 bps month over month at around 27%, while three
month average excess spread levels also fell 95 bps to 16.10%.
Three month average excess spread has increased approximately 10%
over the past year.

Fitch's Retail Credit Card index tracks more than $20 billion of
retail or private label credit card ABS backed by approximately
$32 billion of principal receivables. The index is primarily
comprised of private label portfolios originated and serviced by
Citibank (South Dakota) N.A., GE Money Bank and World Financial
Network National Bank. More than 165 retailers are incorporated
including Wal-Mart, Sears, Home Depot, Federated, Loews, J.C.
Penney, Limited Brands, Best Buy, Lane Bryant and Dillard's, among
others.

ABS ratings on both prime and retail credit card trusts are
expected to remain stable given available credit enhancement, loss
coverage multiples, and structural protections afforded investors.


* Fitch Publishes Wynn-Focused Bankruptcy Case Study Report
-----------------------------------------------------------
Fitch Ratings has published two reports on September 4: a
spotlight report on Wynn Resorts, Ltd., and a bankruptcy case
study special report focusing on the gaming, lodging and
restaurants sector.

The Wynn Resorts spotlight provides analysis on the company's
dispute with Okada; the funding of the Cotai project; its license
pursuits in Pennsylvania and Massachusetts; impact from Genting's
Las Vegas project; Macau concession expirations, and recovery
prospects of the debt issued at the U.S. subsidiary.

The Wynn spotlight report also examines Fitch's outlook for the
Las Vegas and Macau markets, and the rating and economic
relationships between the parent company and the subsidiaries,
supplemented with a Sources and Uses by Subsidiary table.
Additional resources and analysis include FCF scenarios, a
detailed maturity schedule, an organizational chart, covenant
summaries and a corporate governance summary.

The bankruptcy case study report summarizes 21 cases in the
gaming, lodging and restaurant (GLR) sector, including creditor
recoveries and reorganization enterprise values. The median
EBITDA-to-enterprise valuation multiple for the 16 GLR
reorganizations that had multiples available was 6.6x. This was
marginally higher than the 6.2x median cross-sector U.S. corporate
reorganization multiple for the 77 cases with reorganization
multiples in Fitch's U.S. corporate ultimate recovery database.
There was a median EBITDA to enterprise valuation of 7.1x for the
11 gaming cases with multiples available, which is similar to the
long-term historic average transaction multiple of around 7.0x for
the gaming industry.

While the petition dates for all 21 cases fell between 2006 -2012,
13 of those companies filed for bankruptcy between 2008 -2010 at
the height of the recession and credit crisis. A recurrent cause
of defaults included cuts in consumer discretionary spending that
led to lower revenues and cash flows.

The study reinforces the cyclical nature of the GLR sector,
discusses key drivers of the bankruptcies, regulatory
considerations, and provides a screen of issuers with significant
default risk.


* Moody's Says Global Auto Manufacturers' Industry Outlook Stable
-----------------------------------------------------------------
Stronger-than-expected demand from China is likely to boost sales
for car manufacturers to 4.8% in 2014, keeping the global sector
outlook stable over the next 12-18 months, says Moody's Investors
Service in its latest Industry Outlook on the sector published on
Sept. 4. The global automotive manufacturers' industry outlook has
been stable since September 2011.

The new report, titled "Global Automotive Manufacturers: Chinese
Demand Fuels Uptick in Sales Growth Forecast", is available on
www.moodys.com.

"We anticipate a mild increase in sales growth to 4.8% for 2014
from our newly revised forecast of 3.2% for 2013, mainly because
of higher-than-expected demand in China," said Falk Frey, Moody's
Senior Vice President and author of the report. "As Chinese car
market growth continues to be above GDP growth rates, we have
revised upward our forecast for light vehicle demand growth to 10%
from our January expectation of 7% growth for both 2013 and 2014."

European light vehicle sales expectations are unchanged, although
individual country performance varies. Moody's continues to
forecast that European light vehicles sales will decline 5.0% year
on year in 2013. Moody's lower expectations for France and Italy
are offset by stronger-than-expected sales volumes in the UK.
According to the report, western European light vehicle demand
will have reached a trough in 2013 and will rebound by 3% in 2014,
which is lower than Moody's previous forecast of a 5% increase in
demand. However, Moody's does not anticipating this signalling an
upward trend.

Outside Europe, Moody's notes rising risks for light vehicle
demand, especially in Brazil and Russia. Light vehicle demand in
Brazil is losing momentum in the face of rising interest rates,
high inflation and an increasing indebtedness of private
households. European Original Equipment Manufacturers (OEMs) need
these markets in order to mitigate losses in Western Europe.

Manufacturers' profit margins continue to diverge. The margins of
Renault S.A. (Ba1 stable), Peugeot S.A., or PSA (B1 negative) and
Fiat S.p.A. (Ba3 negative) will remain under pressure because of
overcapacity and low demand in Western Europe. This will also
continue to weigh on German OEMs' margins, although their margins
remain more solid. Japanese manufacturers' margins will continue
to recover from their lows after the 2011 earthquake and tsunami,
supported by a weakening yen that should also fuel market share
gains. Moody's expects US manufacturers will retain similar
margins in the next 12-18 months but tougher competition, slower
US growth and continued, albeit reduced, losses in Europe may
cause them to erode slightly.

Moody's would consider revising the outlook to positive if the
rating agency's global light vehicle growth forecast exceeds 5% in
the next two years. This assumes that capacity would not outgrow
demand and that utilisation rates and pricing remained firm,
especially in Europe. Moody's would revise the outlook to negative
if global volume growth falls below 2%, net pricing declines and
capacity utilisation rates deteriorate.


* Moody's Says Global Reinsurance Industry's Stable Outlook
-----------------------------------------------------------
The global reinsurance industry's stable outlook reflects its
resilience in the face of a challenging operating environment,
says Moody's Investors Service in a new Industry Outlook published
on Sept. 4. It also reflects continued underwriting discipline and
improvements in risk management, as well as firmer pricing in some
primary insurance markets.

The report, "Global Reinsurance Outlook" is available on
www.moodys.com.

Moody's notes, however, that the industry faces a number of
challenges, including: continued low interest rates, tepid demand
given sluggish economic conditions in North America and Europe,
and, above all, increased competition from alternative markets.

Over the past year, an estimated $10 billion of new alternative
capital has entered the industry, raising the total amount to
approximately $44 billion. This influx of capital has had a major
impact on current reinsurance market dynamics and pressured
property cat pricing, with June/July renewals in the US down 10%-
20%.

On balance however, Moody's believes that the adverse effect of
any headwinds should remain fairly contained as reinsurers
navigate the currently challenging environment and adapt to the
evolving marketplace for insurance risk transfer.

"Key strengths of the sector are its resilience and underwriting
discipline. Despite immense insured catastrophe losses in 2011 and
2012, and a low interest rate environment that has slashed
investment income, the reinsurance sector remained profitable and
increased its equity capital", states James Eck, Vice President
-- Senior Credit Officer at Moody's . "While a continued inflow of
alternative capital has the potential to alter the core business
model of reinsurers, many firms in the sector have been preparing
for this eventuality for years through their participation in
sidecars and the insurance-linked securities market", adds Mr.
Eck.

Moody's expects that reinsurers with large capital bases, a high
degree of diversification and an ability to leverage both
traditional and third-party capital will be best positioned going
forward.


* Argentina Senate Votes to Re-Open Debt Swap Offer
---------------------------------------------------
Shane Romig, writing for Daily Bankruptcy Review, reported that
Argentina's Senate overwhelmingly approved a bill to re-open a
debt swap offer to holdout creditors, sending the legislation to
the lower chamber where it is expected to be swiftly passed.

According to the report, the new swap aims to show the country's
willingness to make good on its debts and sway the U.S. Supreme
Court to overturn a ruling forcing the country to pay holdout
creditors the full value of their defaulted bonds. Few of the
holdout creditors are expected to take the new swap due to the
haircut of about two-thirds of face value, the report said.


* CFTC Moves to Safeguard Customer Funds
----------------------------------------
Jamila Trindle, writing for The Wall Street Journal, reported that
the Commodity Futures Trading Commission is closing in on rules
designed to make the futures market safer in the wake of
implosions at MF Global Holdings Ltd. and Peregrine Financial
Group Inc.

According to the report, CFTC staff is expected to recommend as
early as this week the agency approve a package of rules,
including a provision that could require futures brokers to put
aside about twice as much collateral that firms currently must
hold, according to people familiar with the matter. The Futures
Industry Association, a trade group, has estimated the proposal
could require brokers or their customers to put aside roughly $100
billion more in collateral.  A CFTC spokesman declined to comment.

The agency is also expected to approve rules giving regulators
electronic oversight of customer accounts and a new requirement,
dubbed the "Corzine rule" for former MF Global Chief Executive Jon
Corzine, which requires CEOs to sign off on any significant
transfer of customer money, the report related.  Previously, there
was no requirement for executives to sign off on the transfers.

The CFTC is trying to strengthen rules for brokers after more than
$1 billion was taken out of MF Global customer accounts to keep
the firm afloat as it spiraled toward bankruptcy and in the wake
of the July 2012 disclosure by the founder of futures broker
Peregrine that he stole $215 million in customer funds, the report
said.  Many of the rules the CFTC is considering are aimed at
protecting the money financial firms, commercial companies and
agribusiness companies post to brokers as collateral to back their
futures trades. Most of the rules have garnered broad support from
the industry and have already been implemented by the National
Futures Association, the industry's self-regulatory body.

But one rule has sent ripples across the industry because it is
expected to increase the amount of money firms have to set aside
as collateral, the report further related.  The rule, initially
proposed last year, would require brokers such as those operated
by big banks like J.P. Morgan Chase & Co. and Bank of America
Corp. BAC +0.98% and smaller firms to put aside extra funds to
ensure money isn't borrowed from one customer to back another
client's trades.


* Huron Consulting Named 2013 TMA Turnaround of the Year Winner
---------------------------------------------------------------
Huron Consulting Group on Sept. 5 disclosed that the Turnaround
Management Association (TMA) has recognized the Company as one of
the winners of the 2013 TMA Turnaround and Transaction of the Year
Awards.  Huron Financial was honored for its turnaround of
Bancroft Bag, Inc.

"We are very pleased to have been selected as one of this year's
TMA Turnaround of the Year Award winners," said John DiDonato,
managing director and Huron Financial practice leader.  "Our work
with Bancroft Bag is an excellent example of an engagement that
has benefited multiple stakeholders while preserving and enhancing
the value of the client company."

Founded in 1924, Bancroft Bag, Inc. operates the single largest
diversified multiwall bag plant in the U.S. and serves a variety
of markets.  Coming out of the recession, Bancroft faced a number
of serious strategic, financial and leadership challenges
affecting its existence and the livelihoods of approximately 400
employees.  These challenges resulted in the company hiring Huron
to lead the turnaround of its operations.  Ray Anderson, managing
director with Huron Financial, acted as the company's interim
president resulting in the successful turnaround of the company
Hugh Sawyer, managing director with Huron Financial, advised the
company's board during the turnaround.  Bancroft returned to
profitability and remains a key employer in West Monroe,
Louisiana.

"Leading the transformation of Bancroft was one of the most
gratifying results of my career, and is a testament to the hard
work and dedication of the management team, employees, board and
the Bancroft family," said Mr. Anderson.

Since 1993, TMA has honored excellence through its annual awards
program, which recognizes the most successful turnarounds and
impactful transactions.  The TMA noted that this year's winners
saved countless jobs and made a significant economic impact, both
locally and globally.  The 2013 TMA Turnaround and Transaction of
the Year Awards will be presented at the 25th TMA Annual
Conference to be held in Washington, D.C. on October 3-5, 2013.

                      About Huron Financial

Huron Financial -- http://www.huronconsultinggroup.com-- provides
financial advisory, restructuring and turnaround, interim
management, valuation, forensic and litigation, and operational
improvement consulting services to companies in transition, boards
of directors and investors and lenders.

                    About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com--
provides consulting services to a wide variety of both financially
sound and distressed organizations, including healthcare
organizations, leading academic institutions, Fortune 500
companies, governmental entities and law firms.  Huron has worked
with more than 95 of the top 100 research universities, more than
400 corporate general counsel, and more than 385 hospitals and
academic medical centers.

          About the Turnaround Management Association

The Turnaround Management Association -- http://turnaround.org--
is the leading organization dedicated to turnaround management,
corporate restructuring, and distressed investing.  Established in
1988, TMA celebrates its 25th anniversary with more than 9,000
members in 48 chapters worldwide, including 31 in North America.
Members include turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
and executive recruiters, as well as academic, government, and
judicial employees.


* Gavin/Solmonese Bags 2013 TMA Transaction of the Year Award
-------------------------------------------------------------
Corporate restructuring and public affairs strategies firm
Gavin/Solmonese on Sept. 5 disclosed that it is the recipient of
Turnaround Management Association's (TMA) 2013 Transaction of the
Year Award in the small company category.  The award is presented
to theindividual or firm that, together with a team of turnaround
professionals, has orchestrated one of the most successful and
impactful transactions for, in this case, a small business (a
company whose revenue at the onset of the engagement was $50
million USD or less).  Winners of this prestigious award are
additionally recognized for saving countless jobs and making a
significant economic impact, both locally and globally.

Gavin/Solmonese received this award for its distinctive work as
financial advisor to the Chapter 7 Trustee in the bankruptcy case
of North American Specialty Glass (NASG), one of the largest
domestic producers of safety and security glass in the United
States.  At the time of the Chapter 7 bankruptcy filing, NASG
listed $3.5 million in assets and more than $14.6 million in
debts.  The company was forced to shut down and terminate all of
its employees.  In an emergency 363-sale filing, the Chapter 7
Trustee was able to convince the bankruptcy judge that the private
equityfirm Grey Mountain was the highest and best bidder.  The
successful and quick sale of the company's assets to Grey Mountain
enabled the business to reopen and remain in business with a
better capital structure, while continuing U.S. manufacturing
operations and also the rehiring of nearly every employee.

"This is a case where the entire team warrants recognition --
especially the Chapter 7 trustee Robert Holber, his counsel at
Flaster/Greenberg and the purchaser's advisors," said Managing
Director and Founding Partner, Ted Gavin.  "Everyone worked hard
to protect operations and to ensure a swift sale that would
reposition the company for growth and preserve jobs.  We are proud
to have contributed in the triumphant recovery of this once-
struggling company."

Gavin/Solmonese, along with 51 other professionals, will receive
its 2013 TMA Transaction of the Year Award on October 5 during a
special Awards Brunch taking place at 8:30 a.m. at the TMA's 25th
anniversary annual conference (October 3-5) being held at the
Marriott Wardman Park in Washington, D.C.

           About the Turnaround Management Association

The Turnaround Management Association -- http://www.turnaround.org
-- is the leading organization dedicated to turnaround management,
corporate restructuring, and distressed investing.  Established in
1988, TMA celebrates its 25th anniversary with more than 9,000
members in 48 chapters worldwide, including 31 in North America.
Members include turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
and executive recruiters, as well as academic, government, and
judicial employees.

                       About Gavin/Solmonese

Named one of the country's Outstanding Turnaround Firms by
Turnarounds & Workouts for 17 years, the Gavin/Solmonese Corporate
Restructuring Group (formerly NHB Advisors) --
http://www.gavinsolmonese.com-- provides leadership for
underperforming and troubled companies and their stakeholders,
helping businesses maximize value for owners, investors, creditors
and employees.


* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without
---------------------------------------------------------------
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt
Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them!
With a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able
to sharpen a company's focus and show the way to the future.
They believe that all too often, appropriate actions required to
improve organizations are overlooked because upper management
either isn't aware of the seriousness of the issues they face or
they don't know where to turn for accurate information to best
address their concerns. In the Phoenix Effect, the authors
present their ideas to "confront, comprehend, and conquer a
company's ills, big and small."

These ideas are grouped into nine steps: (i) Find out whether
the company needs a tune-up, a turnaround, or crisis management.
Locate the source of "the pain." (ii) Analyze the true scope of
the company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new
ones. (iii) Hold the company to its mission statement. If it
strives to be "the most environmentally friendly." Figure out
how. (iv) Manage scale. Should the company grow, stay the same
size, or shrink? (v) Determine debt obligations and work toward
debt relief. (vi) Get the most from the company's assets.
Eliminate superfluous assets and evaluate underused assets.
(vii) Get the most from the company's employees. Increase output
and lower workforce costs. (viii) Get the most from the
company's products. Turn out products that are developed and
marketed to fill actual, current customer needs. (ix) Produce
the product. Search for alternate ways to create the product:
owning or leasing facilities, outsourcing, etc.

The authors believe that "how you're doing is where you're
going." They assert that the "one fundamental source of life in
companies, as in people,.is the capacity for self-renewal, the
ability to excite your team for game after game. to go for broke
season after season." This ability can come from "(g)enetics,
charisma, sheer luck, stock options - all crucial, yes, but the
best renewal insurance is a leader who always knows exactly how
his or her company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather
than Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and clich,. Their message
is clear: your company's phoenix, too, can rise from its ashes.

* Carter Pate is a well known turnaround expert at
PricewaterhouseCoopers with more than 20 years experience
providing strategic consulting and implementation strategies.

* Harlan Platt is a professor of finance at Northeastern
University and author of the book Principles of Corporate
Renewal.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***