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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 10, 2013, Vol. 17, No. 189

                            Headlines

1617 WEST CLIFF: To Sell Property Under Ch. 11 Liquidating Plan
AELOUS: Landsberg & Keehn Firms Can't Be Compelled to Arbitrate
ALLIANCE ONE: Moody's Retains 'B3' Corp. Family Rating
AMERICAN AIRLINES: To Lease Back Six Boeing 737-823s With Aercap
AMF BOWLING: Exits From Second Chapter 11 Bankruptcy

ASPEN GROUP: Amends 28.5 Million Common Shares Resale Prospectus
ATP OIL & GAS: Seeks to Raise Cash as It Moves Forward With Sale
BELLE FOODS: Closing 13 of 57 Supermarket Locations
BELLISIO FOODS: Moody's Rates New Debt Facilities 'B1'
BIOVEST INTERNATIONAL: Shareholders Appeal Plan Confirmation

BLACK PRESS: Moody's Revises Outlook to Stable & Keeps 'B3' CFR
CASEY ANTHONY: Buying Back Her Life Story for $25,000
CENGAGE LEARNING: May Use Cash Collateral Until July 24
CHEMTURA CORP: Extends Expiration Date for Tender Offer to July 19
CHRYSLER GROUP: Fiat to Increase Stake in American Automaker

CODA HOLDINGS: Creditors Panel Can Hire Brown Rudnick as Counsel
CODA HOLDINGS: Morris Nichols Approved as Delaware Co-Counsel
CODA HOLDINGS: Panel Taps Deloitte FAS as Financial Advisor
CODA HOLDINGS: Microsoft Contracts Not Part of Asset Sale
DELTA PRODUCE: PACA Creditors to Appeal Bid for Attorneys Fees

DETROIT, MI: Sues Insurer Syncora Over Casino Revenue
DUNLAP OIL: Court Denies Pineda's Motion to Vacate Plan Hearing
EASTMAN KODAK: Files Rule 2015.3 Report as of March 31
EXCEL MARITIME: Secures Interim Cash Collateral Use
FANNIE MAE: Perry Capital Sues U.S. Treasury over Takeover

FIELD FAMILY: Plan to Pay Off Creditors Over Time
FIELD FAMILY: May Use Cash Collateral Thru Sept. 23
FOURTH QUARTER: Court to Consider Exclusivity Extension on Aug. 6
FREDDIE MAC: Perry Capital Sues U.S. Treasury over Takeover
HOKU CORPORATION: Goes Dark, Declares Bankruptcy

HOSTESS BRANDS: Flowers Foods Gets Fed OK for $360MM Deal
HOSTESS BRANDS: Slimmed Down Twinkies Set to Return
IGPS COMPANY: Has Final OK to Obtain $12-Mil. in DIP Financing
IGPS CO: Pallet Business Scheduled for July 16 Auction
ING US: Fitch Affirms 'BB' Junior Subordinated Debt Rating

ISC8 INC: To Hold "Say-on-Pay Votes" Every Three Years
J&J DEVELOPMENT: JP Weigand to Sell Real Property
JEWISH COMMUNITY: Adequacy Hrg. on Plan Outline Set for July 25
JOURNAL REGISTER: Files Joint Plan of Liquidation
K-V PHARMACEUTICAL: Silver Point Seeks Full Interest Payment

KIDSPEACE CORP: Has Final Authority to Obtain $15MM DIP Loans
KIDSPEACE CORP: Creditors' Committee Taps Lowenstein, et al.
KIDSPEACE CORP: Court Directs Patient Care Ombudsman Appointment
KINGSBURY CORP: Plan Outline Hearing Set for July 18
KINGSBURY CORP: U.S. Trustee Opposes Plan Outline Approval

LAGRANGE, KY: Moody's Cuts Rating on GO Bonds & Rev. Notes to Ba3
LAKELAND INDUSTRIES: Arenal Capital Holds 9.6% Equity Stake
LEGENDS GAMING: Court Confirms Chapter 11 Plan
LEHMAN BROTHERS: Brokerage Trustee Balks at Countrywide Claims
LIBERACE FOUNDATION: Court Sets Aug. 14 Hearing on Plan Outline

LIFE CARE ST. JOHNS: Glenmoor Retirement Community in Ch. 11
LIFE CARE ST. JOHNS: Section 341(a) Meeting Set on Aug. 14
LIFECARE HOLDINGS: U.S. Trustee Embarking on Test-Case Appeal
MAXCOM TELECOMUNICACIONES: Begins Soliciting Votes for Prepack
MAXIMUM ENGINEERING: Lacks Standing to Sue Quinn, App. Ct. Says

MDU COMMUNICATIONS: To Run Out of Cash by September
MEDIA GENERAL: Moody's Rates New $960MM Debt 'Ba1'
METROPOLITAN NATIONAL: Enters Ch. 11 With $16MM Recapitalization
MSR RESORT: Five Mile Seeks Independent Trustee
NESBITT PORTLAND: Has Plan Support Agreement With U.S. Bank

NESBITT PORTLAND: U.S. Trustee Balks at Bid to Hire CRO
NEW ENERGY: Proposes Liquidation Plan With Committee
NEWLAND INTERNATIONAL: Prepackaged Plan Effective
NORSE ENERGY: Asks for Bankruptcy Deadline Extension
NORTEL NETWORKS: Takes Back Bid to Incentivize Key Personnel

OCD LLC: Creditors Have Until July 15 to File Proofs of Claim
OMTRON USA: Has Until Aug. 16 to File Chapter 11 Plan
OPPENHEIMER PARTNERS: July 23 Hearing on CBIZ MHM Employment
ORCHARD SUPPLY: Court Approves Bidding Procedures
ORMET CORP: Utility Wants Smelter Kept From Altering Energy Deal

OZ GAS: Hearing on Amended Plan Outline Continued to Aug. 8
PARADISE VALLEY: Can Employ John Wicks as Real Estate Appraiser
PATRIOT COAL: Judge Requires Showing Creditors' Addresses
PIPELINE DATA: Sets Aug. 14 Plan Disclosure Hearing
PROMMIS HOLDINGS: NTS Files Schedules of Assets and Liabilities

PROMMIS HOLDINGS: NTS Virginia Files Schedules
PROMMIS HOLDINGS: Statewide Tax Alabama Files Schedules
PROMMIS HOLDINGS: Statewide Publishing Files Schedules
RAINBOW LAND: Court Confirms Reorganization Plan
RAM OF EASTERN N.C.: Wells Fargo Suit Stayed in District Court

RESIDENTIAL CAPITAL: Files Plan and Targets Nov. 10 Confirmation
RESIDENTIAL CAPITAL: Houston Court Dismisses "Kittler" Action
RG STEEL: Seeks Approval to Sell Asset to Moose One for $837,700
RITE AID: $419.2 Million of 2017 Senior Notes Validly Tendered
RIVIERA HOLDINGS: Losses Cues Moody's to Lower CFR to 'Caa3'

ROCHA DAIRY: Chapter 11 Case Dismissed, Closed
ROGERS BANCSHARES: Little Rock Bank Being Sold to Investor Fund
SAN BERNARDINO: Sees No Fact Disputes on Right to Bankruptcy
SCOOTER STORE: Holdings Files Schedules of Assets and Liabilities
SCOOTER STORE: St. Louis LLC Files Schedules of Assets & Debts

SHUANEY IRREVOCABLE: Mark Freund Withdraws as Counsel
SOFTLAYER HOLDINGS: S&P Withdraws 'B+' CCR After IBM Deal
SPRINT NEXTEL: Preliminary Results of Cash and Stock Elections
STX PAN OCEAN: Given Preliminary Chapter 15 Relief
SYNAGRO TECHNOLOGIES: EQT to Buy Assets Through Chapter 11 Plan

TAKEHIKO MURAKAMI: Japanese Insolvency Proceeding Recognized in US
TCI COURTYARD: Plan Confirmation Denied, Ch. 11 Case Dismissed
TPO HESS: Holdings Inc. Files Schedules of Assets and Liabilities
TPO HESS: Intermediate Holdings I Files Schedules
TPO HESS: Intermediate Holdings II Files Schedules

TRIAD GUARANTY: Files Schedules of Assets and Liabilities
TYCO INTERNATIONAL: Moody's Ratings Unaffected by IRS Def. Notice
UNIFIED 2020: Files Schedules of Assets and Liabilities
UPH HOLDINGS: Brown Firm Approved to Handle Sales Tax Litigation
UPH HOLDINGS: Gets Final OK to Use Hercules Tech's Cash Collateral

UPH HOLDINGS: Jackson Walker Approved as Bankruptcy Counsel
UPH HOLDINGS: Q Advisors Approved as Financial Advisors
VERASUN ENERGY: Court Tosses Clawback Suit Against West Plains
VTE PHILADELPHIA: U.S. Bank Wins Dismissal of Case
WILLBROS GROUP: Launches Refinancing of Outstanding Term Loan

WILLBROS GROUP: New $250MM Term Loan Gets Moody's Caa1 Rating
WILLBROS GROUP: S&P Rates $250MM Sr. Secured Loan 'B-'
WORLDWIDE ENERGY: Files for Bankruptcy Amid Lawsuit
YBA NINETEEN: District Court Flips Lift Stay Ruling
ZACKY FARMS: Settles Rival's Trademark Claims

* Fitch Sees Stable Outlook For N. American Thermal Projects
* Moody's: Life Insurers' Credit Losses Back to Historical Levels
* June Commercial Bankruptcies Fewest Since February 2007
* LPS' May Mortgage Monitor Shows Record Drop in Delinquencies

* Local Rules Can't Allow Untimely Filing of Complaint

* Feds Seek 2 Years In Prison For Ex-Kirkland Partner's Fraud
* SAC's Cohen Said to Remain Under Investigation

* Morgan Lewis Adds 8 Business & Restructuring Lawyers in Moscow

* Upcoming Meetings, Conferences and Seminars

                            *********

1617 WEST CLIFF: To Sell Property Under Ch. 11 Liquidating Plan
---------------------------------------------------------------
1617 West Cliff, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California - Santa Ana Division, a Chapter 11
liquidating plan and a disclosure statement explaining the Plan.

The Debtor, through the Plan, seeks to accomplish payment of
creditors in full by reorganizing its personal assets and
liabilities through the sale of its only substantial asset, a
commercial real property commonly known as 1617 Westcliff Drive,
in Newport Beach, California.  The Property, according to court
documents, is a mixed use, Class B building mostly occupied by
medical office space.  It comprises 32,000 square feet of rentable
space in a single two-story building situated on approximately
1.56 acres of land in an up-scale commercial district of Newport
Beach.

The Debtor is negotiating a settlement agreement with a former
tenant, which may result in payments to the Estate on account of
past-due rent: however, as long as Debtor owns the Property, those
payments will be the cash collateral of Wells Fargo Bank, N.A., as
Trustee for the Registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004- C3, acting by and through its special
servicer, which holds a first-in-priority deed of trust secured by
the Property, and are unlikely to become available for
distribution to creditors.

The Plan proposes two means of paying all creditors in full:

   (1) The Debtor will sell the Property, and the sale will close
on or before the effective date of the Plan, allowing Debtor to
pay all allowed claims in full on the Effective Date.  If able to
close the sale on or before the Effective Date, the Debtor intends
to cure on the Effective Date all defaults with respect to the
Bank's note, thereby eliminating default interest on that claim.
The Debtor will pay any pre-payment fee on the Bank's claim which
is triggered by the sale.  Under the Plan scenario, no claims will
be impaired.

   (2) The Debtor will sell the Property, and the sale will close
after, but within 18 months of, the Effective Date, allowing the
Debtor to pay all allowed claims in full within 18 months of the
Effective Date.  If the Debtor is unable to close the sale on or
before the Effective Date, then on the Effective Date the Receiver
will remain in possession of the Property: however, the Receiver
will be required to replace the current Property Manager with a
new professional property management entity.  As the Debtor will
be unable to pay all allowed claims on the Effective Date in this
case, all claims will technically be impaired.  However, all
claims will still receive payment in full, including interest.
Furthermore, because the Debtor will be unable to cure on the
Effective Date all defaults with respect to the Bank's note, the
Bank will be entitled to interest at the default rate on that
claim.  The Bank will only be entitled to any pre-payment fee on
the Bank's claim if the sale closes on or before September 1,
2014, which is the maturity date of the loan.

A hearing to consider the adequacy of the Disclosure Statement
will be held on July 24, 2013, at 2:00 p.m.

D. Edward Hays, Esq. -- ehays@marshackhays.com -- and Sarah C.
Boone, Esq. -- sboone@marshackhays.com -- at MARSHACK HAYS LLP, in
Irvine, California, filed the Plan and Disclosure Statement on
behalf of the Debtor.

A full-text copy of the Disclosure Statement dated July 1, 2013,
is available at http://bankrupt.com/misc/1617WESTCLIFFds0701.pdf

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


AELOUS: Landsberg & Keehn Firms Can't Be Compelled to Arbitrate
---------------------------------------------------------------
The Court of Appeals of California, Second District -- in the
legal malpractice lawsuit SHAOXING CITY MAOLONG WUZHONG DOWN
PRODUCTS, and SHUI YAN CHENG v. L. SCOTT KEEHN, ET AL., IAN S.
LANDSBERG, ET AL., Case No. B238360 -- affirmed the trial court
order denying the petition to compel arbitration.

The Defendants are Ian S. Landsberg and Landsberg Margulies LLP,
and L. Scott Keehn and Keehn & Associates.

The Cheng plaintiffs -- who obtained a $5.35 million arbitration
award against Aelous and two of its shareholders -- retained the
Keehn defendants in July 2009 to represent their interests in the
bankruptcy proceedings of Aelous.  Shui Yan Cheng was a corporate
director and shareolder of Aelous.

In a June 10, 2013 Order available at http://is.gd/logDArfrom
Leagle.com, the Appeals Court held that the trial court properly
ruled that the Keehn defendants were a "third party" within the
meaning of the statute, even though they had a separate
arbitration agreement with the Cheng plaintiffs.

Defendants Ian S. Landsberg and Landsberg & Associates are
represented by Gary Collis, Esq. and A. Louis Dorny, Esq. of
Gordon & Rees, Peter Schwartz.

Plaintiffs Shaoxing City Maolong Wuzhong Down Products Co. and
Shui Yan Cheng are represented by Timothy D. McGonigle, Esq. and
Robert A. Brock, Esq., of Timothy D. McGonigle, P.C.


ALLIANCE ONE: Moody's Retains 'B3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service downgraded Alliance One International,
Inc.'s Speculative Grade Liquidity Rating to SGL-4 from SGL-3. All
other ratings and the stable outlook are unchanged.

The following rating of AOI is downgraded:

- Speculative Grade Liquidity Rating to SGL-4 from SGL-3

The following ratings are unchanged:

- Corporate Family Rating of B3;

- Probability of Default Rating of PD-B3

- $250 million senior secured revolving credit facility expiring
   April 2014 at Ba3 (LGD 1, 9%)

- $635 million 10% senior unsecured notes due July 2016 at B3
   (LGD 4, 58%)

- $115 million subordinated convertible debt due July 2014 at
   Caa2 (LGD 6, 95%)

The outlook is stable.

Ratings Rationale:

AOI's Speculative Grade Liquidity (SGL) Rating of SGL-4 reflects
the company's significant debt maturities within the 12 month SGL
forecast period which in Moody's view cannot be repaid with cash
balances, free cash flow and committed long term sources of
external financing. The near term debt maturities include a $115
million convertible note due in July 2014 and the expiration of
its $250 million revolver in April of 2014. To the extent the
company is able to successfully refinance the convertible note and
extend the maturity of its revolver beyond 2014, Moody's would
view this as a restoration of the company's liquidity profile and
would expect to raise the liquidity rating to SGL-3.

AOI's B3 Corporate Family Rating reflects Moody's expectation that
credit metrics and free cash flow will remain weak over the next
12 to 18 months. AOI's ratings are constrained due to the mature,
low margin nature of the leaf tobacco processing business despite
AOI's strong market position, its established relationships with
key tobacco manufacturing customers and its global procurement and
processing network. While Moody's expects that the competitive
climate will remain challenging and continue to constrain margin
improvement, these industry characteristics provide significant
barriers to the entry of new large-scale operators and meaningful
vertical integration by AOI's customer base.

AOI's stable outlook reflects Moody's expectation that the pricing
environment in the tobacco leaf sector will continue to stabilize,
competition will not meaningfully increase and self-sourcing by
key customers will not adversely impact operating profitability
over the next 12 to 18 months. The stable outlook also reflects
Moody's expectation that the company will address its 2014 term
debt maturities well in advance of the maturity dates.

Though unlikely in the near term, AOI's ratings could be upgraded
if the company's operating performance improves such that debt-to-
EBITDA remains below 6.0 times, EBITA-to-interest expense
approaches 2.0 times and free cash flow-to-debt is maintained in
at least the mid-single digit range.

AOI's ratings could be downgraded if the company's profitability
or liquidity profile deteriorates or if the company is unable to
successfully refinance its 2014 debt maturities well in advance of
the maturity dates.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry Methodology published in May
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is one of the world's leading tobacco
processors and merchants. Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredients
in international and domestic cigarettes. Revenue for the fiscal
year ended March 31, 2013 was approximately $2.2 billion, a 4.3%
increase over fiscal 2012.


AMERICAN AIRLINES: To Lease Back Six Boeing 737-823s With Aercap
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when AMR Corp. takes delivery of six new Boeing 737
823 aircraft, financing will be provided by an affiliate of AerCap
Holdings NV, assuming the bankruptcy court approves at a July 25
hearing.

According to the report, the aircraft will be delivered between
November and May.  The financing will take the form of sales and
leasebacks.  Having recently completed nine sale and leaseback
transactions, the parent of American Airlines Inc. said it was
familiar with the market in selecting AerCap.  Compared with loans
where the airline retains ownership, AMR said leasebacks are
advantageous because they don't entail the risk associated with
the value of the aircraft when the term of the lease expires.

The price of the aircraft and the economic terms of the financings
aren't disclosed publicly, the report relates.

                      About American Airlines

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

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

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

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

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

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

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


AMF BOWLING: Exits From Second Chapter 11 Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc., the bowling alley
operator, implemented the Chapter 11 plan giving ownership to
second-lien creditors owed $80 million and to Strike Holdings LLC,
the owner of six high-end bowling centers operating under the name
Bowlmor.  The bankruptcy court in Richmond, Virginia, approved the
plan with a June 25 confirmation order.

According to the report, consummation of the plan last week marks
the second time AMF emerged from bankruptcy reorganization.  The
second-lien group that bought most of AMF includes affiliates of
Cerberus Capital Management LP and JPMorgan Chase & Co., who
together held 70 percent of the second-lien debt and 11.5 percent
of the first-lien notes.  The plan paid off the first-lien debt in
full with interest at the non-default rate.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock.  The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt.  At the time, AMF had over 500 bowling
centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


ASPEN GROUP: Amends 28.5 Million Common Shares Resale Prospectus
----------------------------------------------------------------
Aspen Group, Inc., filed a post-effective amendment no. 1 to the
Form S-1 registration statement relating to the sale of up to
28,540,649 shares of the Company's common stock which may be
offered by Sophrosyne Capital, LLC, Whalehaven Capital Fund Ltd.,
DPIT 3 LLC, et al.

The Company amended the registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement will
become effective on that date as the Commission acting pursuant to
said Section 8(a) may determine.

The Company will not receive any proceeds from the sales of shares
of the Company's common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".

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

                         http://is.gd/HDaUFg

                           About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.19 million in total
assets, $2.70 million in total liabilities, and $490,101 in total
stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, 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 net loss allocable to common stockholders
and net cash used in operating activities in 2012 of $6,048,113
and $4,403,361, respectively, and has an accumulated deficit of
$11,337,104 as of December 31, 2012.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ATP OIL & GAS: Seeks to Raise Cash as It Moves Forward With Sale
----------------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that ATP
Oil & Gas Corp. says it's still in a cash emergency and needs to
sell a production payment for $15 million in order to avoid
falling apart before a projected lender takeover in August.

According to the report, Judge Marvin Isgur, who is presiding over
the Gulf of Mexico drilling operation's Chapter 11 bankruptcy, has
yet to grant final approval on the sale of ATP's most valuable
operations, the Telemark and Clipper projects, to senior lenders.

Meanwhile, Statoil filed with the U.S. Bankruptcy Court an
objection to ATP Oil & Gas' motion for an order approving the
Debtors' sale of a hydrocarbon production payment, BankruptcyData
reported.

According to BData, Statoil complains about the "total lack of
transparency" concerning the proposed transaction.  Statoil says
that the proposed transaction is a disguised loan and not sale.

Statoil says that the emergency motion suggests that the Debtor
will receive $15 million.  But what is not disclosed is what the
Buyer is getting in exchange for this payment.  As such, the
proposed transaction amounts to a loan where the terms, including
the interest rate and fees are hidden from view, according to
Statoil.

                        About ATP Oil & Gas

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

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

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

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

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

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


BELLE FOODS: Closing 13 of 57 Supermarket Locations
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Belle Foods LLC, a 57-store supermarket chain that
filed a petition for Chapter 11 reorganization one week ago in
Decatur, Alabama, later last week filed papers for authority to
conduct going-out-of-business sales at 13 locations.

According to the report, Hilco Merchant Resources LLC is to serve
as agent conducting the sales and earning a fee of 2 percent.  For
sales of furniture, fixtures, and equipment, the fee is 17.5
percent.  The sales are to end by Aug. 8.

                      About Belle Foods

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

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

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


BELLISIO FOODS: Moody's Rates New Debt Facilities 'B1'
------------------------------------------------------
Moody's Investors Service affirmed Bellisio Foods, Inc.'s
Corporate Family Rating and Probability of Default rating at B2
and B2-PD, respectively.

Concurrently, Moody's assigned B1 ratings to the company's newly
proposed senior secured credit facilities, consisting of a $30
million revolver, a $155 million term loan, and up to $160 million
delayed draw term loan (DDTL).

The proposed term loan and revolver are expected to refinance the
company's existing senior secured credit facilities, while the
DDTL is expected to provide acquisition financing for the purchase
of Overhill Farms at close.

Moody's notes that the DDTL may also be drawn, subject to certain
conditions, for the repayment of the company's existing unrated
mezzanine notes. If the company repays the mezzanine notes, the
ratings on the newly proposed credit facilities will be downgraded
one notch to B2, in line with the CFR. The downgrade would reflect
the elimination of subordinated debt in the capital structure. The
rating outlook is maintained at stable.

The following ratings have been assigned subject to Moody's review
of final documentation:

  Proposed $30 million senior secured revolving credit facility
  due 2018 at B1 (42%, LGD3);

  Proposed $155 million senior secured term loan due 2019 at B1
  (42%, LGD3);

  Proposed $160 million senior secured term loan due 2019 at B1
  (42%, LGD3).

The following ratings have been affirmed:

  B2 Corporate Family Rating; and

  B2-PD Probability of Default Rating.

The following ratings will be withdrawn upon completion of the
transaction:

  $170 million first lien term loan due 2017 at B1 (42%, LGD3);
  and

  $30 million first lien revolving credit facility due 2016 at B1
  (42%, LGD3).

The outlook is maintained at stable

Ratings Rationale:

The B2 Corporate Family Rating reflects Bellisio's relatively
small scale, moderately high leverage, narrow product focus, and
exposure to commodity input prices. However, the rating benefits
from the company's relatively stable cash flow generation and
well-established market position in the value segment of the
frozen dinner and entr‚e market. While the company continues to
have a meaningful dependence on its primary manufacturing
location, this risk is partially mitigated by the presence of
newly acquired facilities that enhance the company's geographic
reach. The rating also incorporates Bellisio's potential for
modest organic growth stemming from new licensing arrangements,
growth in its co-packing and private label businesses, and further
expansion into the premium segment of dinners and entr‚es related
to the Boston Market brand, which increases penetration beyond the
value segment. The rating also derives support from Bellisio's
good liquidity profile, which is bolstered by Moody's expectation
for modest free cash flow generation in the next 12 to 18 months.

The B1 ratings on the company's proposed $155 million term loan,
$160 million DDTL (assuming $100 million drawn) and $30 million
revolving credit facility reflect their first priority lien status
on substantially all assets of the company and upstream guarantees
by all existing and future subsidiaries. The ratings also benefit
from the expected loss absorption that would be provided by the
$60 million mezzanine notes due 2020 (unrated).

The stable outlook reflects Moody's expectation that financial
leverage will moderately improve during the next twelve months.
While operating margins remain exposed to commodity price
volatility, Moody's believes Bellisio will continue to focus on
cost management efforts and organic growth initiatives to help
offset the potential impact of any future cost pressures. The
stable outlook also assumes the company will have limited
integration issues associated with the acquisition of Overhill.

Upward ratings momentum is currently viewed as unlikely prior to a
sustained reduction in leverage to 3.0 times, given Moody's view
that the company's rating is limited by its scale and product
diversification relative to other packaged food companies as well
as its private equity ownership.

The ratings could be downgraded if Bellisio's profitability
materially declines, resulting in a debt-to-EBITDA ratio sustained
above 5.0 times, or if the company's liquidity profile
deteriorates. Potential causes include the tightening of margins
as a result of its inability to pass through large commodity cost
increases or significant missteps in integration efforts or in
implementing new product initiatives.

The principal methodology used in this rating was the Global
Packaged Goods Industry Methodology published in June 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Bellisio Foods, Inc. produces more than 200 frozen entrees and
snacks in the value segment under the Michelina's brand, including
Authentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. The
company also has a more limited though increasing presence in the
premium frozen entr‚e arena, in large part due to the Boston
Market brand it has been distributing on behalf of Overhill for
the past two years, and full control of which will come through
the Overhill acquisition. In addition, the company generates
roughly 20% of its revenues from producing co-packed and private
label frozen foods. Centre Partners Management, LLC and affiliates
(Centre Partners) acquired Bellisio in December 2011. Revenues for
the twelve months ending April 21, 2013 were roughly $370 million.


BIOVEST INTERNATIONAL: Shareholders Appeal Plan Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official Biovest International Inc. shareholders'
committee is appealing the confirmation order signed by the
bankruptcy judge on June 28 approving the Chapter 11 plan allowing
lenders to take ownership either through the plan or from a sale
of the assets.

According to the report, U.S. Bankruptcy Judge K. Rodney May in
Tampa, Florida, turned aside objections from the official
shareholders' committee and from the U.S. Trustee.  Judge May said
releases given to third parties were necessary for implementation
of the plan.  Biovest is the developer of what is designed to be
the first vaccine for treating lymphoma.

The report relates that either through the plan or a sale, lenders
Corps Real LLC and Laurus/Valens Funds are buying the business in
exchange for $44 million in debt.  The company is developing
BiovaxID, a personalized cancer vaccine for some types of non-
Hodgkin's lymphoma.  Total debt was listed as being $44.9 million,
with assets shown in a court filing as valued at $4.7 million.

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BLACK PRESS: Moody's Revises Outlook to Stable & Keeps 'B3' CFR
---------------------------------------------------------------
Moody's Investors Service confirmed Black Press Ltd.'s (Black
Press) B3 corporate family rating and B3-PD probability of default
rating, affirmed the Ba3 and B1 ratings respectively of the
revolving credit facility and first lien US and Canadian term
loans of Black Press' subsidiaries, and revised the rating outlook
to stable from under review for downgrade. Moody's also assigned
stable rating outlooks to Black Press US Partnership and Black
Press Group Ltd. The ratings on Black Press' existing term loans
and subordinated notes were withdrawn as they have been repaid.
This concludes a review for downgrade initiated on May 6, 2013.

Black Press used net proceeds from its new $148 million first lien
term loans and new $80 million second lien notes (unrated)
together with cash on hand to refinance about $136 million of
existing term loans and $110 million of subordinated notes. The
company's new $10 million super priority revolving credit facility
was undrawn at close.

Moody's changed the rating outlook to stable as the company has
extended its debt maturity profile and improved its liquidity
position with the completion of the refinance transaction.

Ratings Confirmed

Issuer: Black Press Ltd.

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

Ratings Withdrawn:

  $132 million senior secured term loans A & B due August 2013,
  Ba3 (LGD2, 23%), WR

  C$110 million unsecured subordinated notes due February 2014,
  Caa1 (LGD5, 77%), WR

  Outlook: Revised to Stable from Under review for downgrade

Issuer: Black Press US Partnership

  $10 million super priority revolver due 2016, Ba3 (LGD1, 1%)

  $50 million first lien term loan due 2018, B1 (LGD2, 25%)

  Outlook: Assigned as Stable

Issuer: Black Press Group Ltd.

  C$97.5 million first lien term loan due 2018, B1 (LGD2, 25%)

  Outlook: Assigned as Stable

Ratings Rationale:

Black Press' B3 CFR reflects high business risk resulting from
secular industry pressures and vulnerability to cyclical
advertising spending, and the company's acquisitive growth
orientation, which could cause its leverage to increase (adjusted
Debt/EBITDA was 4.8x at fiscal yearend 2013). While the American
newspaper operations have shown some improvement, the Canadian
newspapers and commercial printing operations, which make up more
than 70% and 80% of total revenue and EBITDA respectively, have
recorded weaker results than anticipated, driven by negative
secular trends in the newspaper publishing industry and soft
economic conditions. These trends are expected to continue as
print advertising shifts to digital platforms. The rating benefits
from the company's good market position in western Canada,
positive free cash flow generation and continued focus on debt
reduction. The rating also reflects the company's discipline
around cost reduction which has helped to maintain adjusted EBITDA
margins around 20%. Also, assets outside the restricted group that
generate about $20 million of annual EBITDA add a measure of
diversity to Black Press' asset base.

The outlook is stable because Moody's expects Black Press to
continue to generate positive free cash flow to repay debt despite
the challenges facing the newspaper publishing industry.

An upgrade in Black Press' rating could be considered if the
company reverses the decline in revenue and sustains adjusted
Debt/EBITDA towards 4x and EBITDA - Capex/ Interest above 2x.
Black Press' ratings would be downgraded if free cash flow
generation remains negative for an extended period or if
deterioration in revenue and earnings should cause adjusted
Debt/EBITDA to be sustained above 6x. A material debt-financed
acquisition could also lead to a downgrade.

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

Black Press Ltd. is a privately-held community newspaper and
printing company headquartered in British Columbia, Canada.  The
company publishes more than 150 daily and weekly newspapers in
British Columbia, Alberta, Washington and Ohio. Black Press Ltd.
is 80% owned by the David Black family and 20% by Torstar
Corporation.


CASEY ANTHONY: Buying Back Her Life Story for $25,000
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Casey Marie Anthony, who was acquitted of killing her
child, is paying $25,000 to buy back her life story from the
bankruptcy trustee.

According to the report, if approved by the U.S. Bankruptcy Court
in Tampa, Florida, the settlement proposed in a court filing would
end a precedent-setting dispute over the notion that an individual
who files for bankruptcy loses the ability to profit from his or
her life story, even if wasn't committed to writing.

The report notes that in July 2011, Anthony was acquitted of
murder by a jury in the death of 2-year-old daughter Caylee Marie
Anthony.  She filed for Chapter 7 bankruptcy in January.  Saying
he received several offers, the bankruptcy trustee filed papers in
March to set up an auction to sell Anthony's life story.  An
individual named James M. Schober wanted to buy the rights to
preclude Anthony from "profiting from her story in the future."

The report relates that the offer didn't require Anthony's
cooperation.  Anthony's lawyers objected to the sale and argued
there was no "property" that could be sold.  In May, the trustee
withdrew his request for the court to authorize auction
procedures.  On July 3, bankruptcy trustee Stephen Meininger filed
papers asking the bankruptcy judge to approve a settlement where
Anthony will pay $25,000 to end the controversy over whether the
bankruptcy court has the power to sell her life story.

The report says that as reason for the settlement, the trustee
cited a video where this writer noted the unprecedented nature of
the dispute and said the issue could be appealed to the court of
appeals, if not all the way to the U.S. Supreme Court.  Court
papers don't say how Anthony is obtaining the $25,000.  She has
said she has neither assets nor income and is being represented in
bankruptcy court by lawyers working for free.

The report discloses that creditors have three weeks to object to
the settlement.  A hearing will be scheduled if there is an
objection.

                        About Casey Anthony

Casey Marie Anthony, 26, was acquitted of murder in July 2011 in
the death of her daughter, Caylee.  She was released from jail
several days later and disappeared from the spotlight.

Anthony filed for Chapter 7 bankruptcy (Bankr. M.D. Fla. Case No.
13-00922) in Tampa, Florida, on Jan. 25, 2013, claiming $1,000
in assets and $792,000 in liabilities, most of those attorney's
fees and costs.

In February, Bankruptcy Judge K. Rodney May ruled against a motion
by Zenaida Gonzalez, who's suing Ms. Anthony for defamation, to
relocate the case to Orlando.


CENGAGE LEARNING: May Use Cash Collateral Until July 24
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cengage Learning Inc. secured court approval for an
agreement with first-lien lenders allowing use of cash
representing collateral for their loans.  There will be a final
hearing on July 24 for approval of cash collateral use.

According to the report, the bankruptcy judge in Brooklyn, New
York, also approved other first-day orders.  At the final hearing,
the focus may be on $300 million in remaining availability on a
revolving credit which the company drew before bankruptcy.  The
company said it put remaining proceeds of $260 million into an
account so the funds aren't collateral for senior lenders' claims.

Centerbridge Capital Partners LP filed papers contending the $260
million shouldn't be used to pay expenses of administering the
Chapter 11 case.

                      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. S.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.


CHEMTURA CORP: Extends Expiration Date for Tender Offer to July 19
------------------------------------------------------------------
Chemtura Corporation on July 8 disclosed that, in connection with
its previously announced cash tender offer and consent
solicitation with respect to any and all of its outstanding
$455.0 million aggregate principal amount of 7.875% Senior Notes
due 2018, pursuant to the Company's Offer to Purchase and Consent
Solicitation Statement, dated June 10, 2013, it is amending the
terms of the tender offer to extend the expiration date for the
tender offer from 11:59 p.m., New York City time, on July 8, 2013
to 4:00 p.m., New York City time, on July 19, 2013, unless further
extended or earlier terminated by the Company in its sole
discretion, and to eliminate the early settlement feature.  The
expiration date is being extended because the Financing Condition
(as defined in the Offer to Purchase) has not yet been satisfied.
The consent date, the last date and time for holders to tender
their Notes in order to receive the total consideration set forth
in the Offer to Purchase, expired at 5:00 p.m., New York City
time, on June 21, 2013 and is not being extended.

Except for the extension of the expiration date and the
elimination of the early settlement feature, all terms and
conditions of the tender offer set forth in the Offer to Purchase
remain unchanged.

Holders who previously have tendered their Notes do not need to
re-tender their Notes or take any other action in response to this
extension.  As of 5:00 p.m., New York City time, on July 5, 2013,
tenders had been delivered with respect to $348,346,000 aggregate
principal amount of Notes, representing approximately 76.56% of
the outstanding aggregate principal amount of Notes.  In
accordance with the terms of the Offer to Purchase, tendered Notes
may no longer be validly withdrawn and related consents may no
longer be validly revoked, unless the tender offer is terminated.

Subject to the terms and conditions set forth in the Offer to
Purchase, holders who validly tendered their Notes on or prior to
the Consent Date will receive the total consideration of $1,117.50
per $1,000 principal amount of Notes accepted for purchase, which
includes a consent payment of $30.00 per $1,000 principal amount
of Notes.

Holders who validly tender their Notes after the Consent Date but
on or prior to 4:00 p.m., New York City time, on July 19, 2013,
unless extended or earlier terminated by the Company in its sole
discretion (such date and time, as the same may be extended or
earlier terminated, the "Expiration Date"), will receive the
tender offer consideration of $1,087.50 per $1,000 principal
amount of Notes accepted for purchase.  Holders of Notes tendered
after the Consent Date will not receive the consent payment. Notes
tendered after the Consent Date but on or prior to the Expiration
Date may not be withdrawn, except in the limited circumstances
described in the Offer to Purchase.

Citigroup Global Markets Inc. is acting as the dealer manager and
solicitation agent and D.F. King & Co., Inc. is acting as the
tender agent and information agent for the tender offer and
consent solicitation.  Requests for documents may be directed to
D.F. King & Co., Inc. at (800) 829-6551 (toll-free) or (212) 269-
5550 (collect).  Questions regarding the tender offer and consent
solicitation may be directed to Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect).

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CHRYSLER GROUP: Fiat to Increase Stake in American Automaker
------------------------------------------------------------
Gillies Castonguay, writing for The Wall Street Journal, reported
that Italy's Fiat SpA has exercised another option to buy shares
in Chrysler Group LLC even though it has yet to take possession of
two earlier tranches of shares because of a price dispute.

According to the report, Fiat, which already owns 58.5% of
Chrysler, has been exercising options since last year as part of a
plan to take over its U.S. partner and create an auto maker big
enough to compete on a global scale.

It has been unable to acquire the shares because it has been
arguing about the price it should pay the U.S. union trust that
owns the remaining 41.5% stake in Chrysler, the report said.

Nevertheless, Fiat said Monday it had exercised an option to buy a
third tranche representing about 3.3% of Chrysler's outstanding
equity, offering $254.7 million (EUR198.4 million), the report
added.

The options to buy the batches of shares were part of the
conditions secured by Fiat when it agreed four years ago to take
Chrysler out of bankruptcy and try to revive it, the report said.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CODA HOLDINGS: Creditors Panel Can Hire Brown Rudnick as Counsel
----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of CODA Holdings,
Inc., et al., to retain the law firm of Brown Rudnick LLP as
counsel.

The primary attorneys expected to work on the case and their
hourly rates are:

         Personnel                  Hourly Rate w/o Discount
         ---------                  ------------------------
         William R. Baldiga                 $1,045
         H. Jeffrey Schwartz                $1,095
         Bennett S. Silverberg                $775
         Aliza Reicher                        $650

Other Brown Rudnick attorneys or paraprofessionals will from time
to time provide legal services on behalf of the Committee, their
hourly rates are:

         Attorney                         $475 - $1,100
         Paraprofessional                 $265 -   $370

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

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


CODA HOLDINGS: Morris Nichols Approved as Delaware Co-Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of CODA Holdings, Inc.,
et al., to retain Morris, Nichols, Arsht & Tunnell LLP as its
Delaware co-counsel.

Morris, Nichols will, among other things:

   a) advise the Committee with respect to its rights, duties,
      and powers in these cases;

   b) assist and advise the Committee in its consultations
      with the Debtors relative to the administration of
      these cases; and

   c) assist the Committee in analyzing the claims of the
      Debtors' creditors in negotiating with the creditors.

The hourly rates of Morris Nichols' personnel are:

         Junior Associate               $285
         Senior Partners                $820
         Partners                    $515 - $820
         Associates                  $285 - $510
         Paraprofessionals           $225 - $285
         Case Clerks                    $140

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

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


CODA HOLDINGS: Panel Taps Deloitte FAS as Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors CODA Holdings, Inc.,
et al., asks the Bankruptcy Court for permission to retain
Deloitte Financial Advisory Services LLP as its financial advisor.

Deloitte FAS will, among other things:

   a. assist in the evaluation of the asset sale process,
      including the identification of potential buyers;

   b. assist in evaluating the terms, conditions, and impact of
      any proposed asset sale transactions; and

   c. advise the Committee in connection with its negotiations and
      marketing efforts with other parties relating to the sale of
      the Debtors' assets.

Deloitte FAS will be compensated at the hourly rate of $350 per
hour for professional time across all personnel classifications,
plus reasonable expenses incurred in connection with providing the
services.

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

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


CODA HOLDINGS: Microsoft Contracts Not Part of Asset Sale
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
a supplemental order authorizing CODA Holdings, Inc., et al., to
sell substantially all of their non-automotive assets.

According to the Debtor, the limited objections of Microsoft
Corporation and its whole-owned affiliate, Microsoft Licensing, GP
were resolved when the Debtors removed the Microsoft licenses from
the list of assumed contracts contained in the motions and agreed
to include in the sale order certain additional language proposed
by Microsoft's counsel and read into record at the sale hearing.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


DELTA PRODUCE: PACA Creditors to Appeal Bid for Attorneys Fees
--------------------------------------------------------------
Senior District Judge David Alan Ezra granted a Motion for Leave
to Appeal the Bankruptcy Court's November 8, 2012 Order Granting
in Part and Denying in Part PACA Creditor's Applications for
Attorneys' Fees, filed in the Chapter 11 cases of Delta Produce LP
and Superior Tomato-Avocado, Ltd.

On Sept. 13, 2012, certain trust creditors under the Perishable
Agricultural Commodities Act, 7 U.S.C. Sec. 499e, et seq. --
including the so-called "R&J Group" -- filed claims for attorneys'
fees and costs in the matter pursuant to the deadlines established
by the Bankruptcy Court.  On Oct. 12, 2012, the Principal of the
Debtor, Walter Scott Jensen, filed Omnibus Objections to PACA
Trust Creditors' Applications for Attorneys' Fees, arguing that
PACA trust creditors are "unsecured creditors" and, as such, are
not entitled to attorneys' fees.

Soon thereafter, the R&J Group filed a response in opposition to
Mr. Jensen's objections.

On Nov. 2, 2012, the Bankruptcy Court held a hearing on the PACA
trust creditors' claims for attorneys' fees.  The Bankruptcy Court
ruled from the bench that PACA trust creditors are "unsecured
creditors" under the Bankruptcy Code and therefore not entitled to
post-petition attorneys' fees.  The Bankruptcy Court entered a
written order to that effect on Nov. 8, 2012.

On Dec. 7, 2012, the R&J Group filed the Motion for Leave to
Appeal, arguing that the Bankruptcy Court erred in denying their
claims for attorneys' fees.  No opposition to the motion was filed
by any party.

The R&J Group seeks a determination whether a contractual claim
for attorneys' fees and prejudgment interest is recoverable as
part of a PACA trust claim in the bankruptcy context.

In granting the Group's request, the District Court said the issue
on appeal is a question of "pure" law that depends on the
statutory interpretation of the language "full payment of the sums
owing in connection with [perishable agricultural commodities]
transactions" within 7 U.S.C. Sec. 499e(c)(2). Moreover, because
the issue on appeal determines the amount of trust assets to which
PACA trust creditors with contractual claims to attorneys' fees
are legally entitled, it will have precedential value for a large
number of cases.

According to Judge Ezra, "The R&J Group's right to attorneys' fees
under the PACA will have an important impact on the underlying
bankruptcy proceedings of Delta Produce, LP and Superior Tomato-
Avocado, Ltd. . . . [T]he PACA requires produce dealers to
maintain proceeds from produce sales in floating trusts so that,
if the dealer becomes insolvent, the produce sellers may claim a
pro-rata share of the trust funds before other creditors.  See
Bocchi Americas Assocs., 515 F.3d at 388. The PACA trust funds
will be distributed to qualified trust claimants prior to an
ultimate discharge of the bankruptcy proceedings. Therefore, if
those PACA trust creditors contractually entitled to attorneys'
fees are not permitted to collect those fees, other PACA trust
creditors may receive a larger pro-rata share of the trust funds
than appropriate. Resolution of the issue on appeal will advance
the underlying bankruptcy litigation by preventing the R&J Group
(and others similarly situated) from receiving less than their
fair share of the PACA trust res. Additionally, even if the R&J
Group appealed the matter of attorneys' fees after the final
bankruptcy discharge, the group argues that it would be 'cost
prohibitive' to litigate recovery of attorneys' fees from those
PACA trust creditors who received an unduly large portion of the
trust res. This Court agrees. Permitting an appeal on the discrete
issue of attorneys' fees will prevent the inequitable distribution
of the PACA trust assets and will save the parties the
considerable expense of litigating the matter after the final
bankruptcy discharge."

The "R&J Group" consists of Bernardi and Associates, Inc., DiMare
Enterprises, Inc., Frank's Distributing of Produce, LLC, Fresh Pac
International, Inc., Harvest Crown Co. Inc., J-C Distributing,
Inc., Mission Produce, Inc., California Artichoke & Veg Growers
Corp. d/b/a Ocean Mist Farms, Pacific International Vegetable
Marketing Inc. d/b/a Pacific International Marketing, Prime Time
Sales, LLC, Royal Flavor, LLC, Uesugi Farms, Inc., and Wilson
Produce, LLC.

The case before the Districtd Court is, BERNARDI & ASSOCIATES,
INC., ET AL., Appellants, v. I. KUNIK CO., INC., ET AL.,
Appellees, SA-12-MC-1164-DAE (W.D. Tex.).  A copy of the District
Court's June 28, 2013 Order is available at http://is.gd/TXkCup
from Leagle.com.

Bart M. Botta, Esq. -- bart@rjlaw.com -- at Rynn & Janowsky, LLP;
and Diana M. Geis, Esq., at Oppenheimer, Blend, Harrison & Tate,
represent these creditors:

     * Bernardi & Associates, Inc.,
     * DiMare Enterprises, Inc.,
     * Frank's Distributing of Produce, LLC,
     * Fresh Pac International,
     * Harvest Crown Co., Inc.,
     * J-C Distributing, Inc.,
     * Mission Produce, Inc.,
     * Ocean Mist Farms,
     * Pacific International Marketing,
     * Royal Flavor, LLC,
     * Uesugi Farms, Inc.,
     * Wilson Produce, LLC, and
     * Prime Time Sales, LLC

Kevin P. Kelley, Esq. -- kelley@pacatrust.com -- at Keaton Law
Firm, P.C., represent these creditors:

     * I. Kunik Co., Inc.,
     * Rio Bravo Produce Ltd. Co.,

Muller Trading is represented by Bruce W. Akerly, Esq. --
bakerly@canteyhanger.com -- at Cantey Hanger LLP; and Jason R.
Klinowski, Esq. -- jklinowski@freeborn.com -- at Freeborn & Peters
LLP.

Delta Produce LP, and Superior Tomato-Avocado, Ltd., are
represented by Allen M. DeBard, Esq., R. Glen Ayers, Jr., Esq.,
and William Richard Davis, Jr. -- adebard@langleybanack.com ,
gayers@langleybanack.com and wrdavis@langleybanack.com -- at
Langley & Banack, Inc.; and Randall A. Pulman, Esq. --
rpulman@pulmanlaw.com -- at Pulman, Cappuccio, Pullen & Benson,
LLP.

Appellee W. Scott Jensen is represented by Randall A. Pulman,
Esq., at Pulman, Cappuccio, Pullen & Benson, LLP.

Steven E. Nurenberg, Esq., at Meuers Law Firm, P.L., represents
appellees Eco-Farms Sales, Inc., Gargiulo Inc., Rio Queen Citrus,
Inc., C & R Fresh, LLC, Duckwall Fruit Co., Fresh Start Produce
Sales, Henry Avocado Corp., Appellee, and Sunriver Sales.

Blake Alan Surbey, Esq., at McCarron & Diess; and Diana M. Geis,
Esq., at Oppenheimer, Blend, Harrison & Tate, represent appellees:

     * Cooseman Houston, Inc.,
     * Eagle Eye Produce, Inc.,
     * Mecca Family Farms, Inc.,
     * Texas Sweet Potato Distributing, LLC,

Robert E. Goldman, Esq., at Law Office of Robert E. Goldman,
represents appellees:

     * Greenhouse Produce Company, LLC,
     * Juniper Tomato Growers, Inc.,
     * London Fruit, Inc.,
     * TripleH Produce, LLC, and
     * The Pumpkin Patch, LLP

Harllee Packing, Inc., is represented by Jake Blanchard, Esq. --
jake.blanchard@fowlerwhite.com -- at Fowler White Boggs.

The Special PACA Counsel, as Appellee, is represented by Craig A.
Stokes, Esq. -- cstokes@stokeslawoffice.com -- at Stokes Law
Office LLP.

Delta Produce, L.P. filed a voluntary Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-50073) on Jan. 3, 2012.  On the same day,
Superior Tomato-Avocado, Ltd. filed a voluntary Chapter 11
petition (Case No. 12-50074).  On Jan. 19, 2012, the Bankruptcy
Court entered an order directing that the two cases be jointly
administered.


DETROIT, MI: Sues Insurer Syncora Over Casino Revenue
-----------------------------------------------------
The City of Detroit said in a press release dated July 5, 2013,
that it filed suit in Wayne County Circuit Court against Syncora
Guarantee Inc. to recover up to $11 million a month in casino
revenues that the City believes are being improperly withheld due
to Syncora's conduct.  This threatens the City's ongoing
restructuring efforts.

At a hearing on July 5, Wayne County Circuit Court Judge Annette
Berry granted the city's request for a temporary restraining order
and enjoined US Bank from refusing to make payments to the city.
Berry also set a hearing for 9 a.m. July 26 before Judge Jeanne
Stempien where Syncora must show cause why further preliminary
injunction should be granted.

At issue are the actions by Syncora, a monoline insurer, to keep
Detroit from receiving revenue collected from the City's three
casinos.

In 2009, the City pledged a specific revenue stream -- payment
from the developers of the City's casinos and taxes upon each
casino's gross receipts -- as collateral to secure the City's
obligations on certain hedging agreements. Syncora insured these
hedge agreements, which are often called swap agreements.  Syncora
also insured certain of the $1.4 billion in certificates of
participation that were issued to shore up the underfunding in the
City's two public employee pension funds in 2005 and 2006.

The swap agreements serve as hedges for the interest rate payable
on certain of the COPs, but are separate independent contracts,
that unlike the COPs are supported by a pledge of the City's
casino revenues. Under that pledge, the casino revenues are paid
to a custodian, and upon payment of amounts due under the swap
agreements, the custodian releases the casino revenues to the
City.

On June 17, 2013, in furtherance of the restructuring of Detroit's
obligations, there was a payment default on the COPs, including
COPs insured by Syncora. Holders of the COPs insured by Syncora
collected amounts due from Syncora.  In contrast, there are no
payment defaults on the swap agreements that are insured by
Syncora. Yet shortly after COPs holders were paid by Syncora as
the insurer, Syncora took action against the casino revenues
supporting the swap agreements, directing the custodian to trap
the casino revenues and deprive the City of this critical funding
source.

"Syncora is exerting power it does not have to get money to which
it has no legal claim, and its actions are putting the City's
entire restructuring efforts in peril," said Detroit Emergency
Manager Kevyn Orr.

The City is asking a Michigan court to prohibit Syncora and other
defendants from taking any action that limits the City's ability
to access the casino revenue. The lawsuit also seeks damages
associated with Syncora's interference with the City's access to
the casino revenue.

Orr said the casino revenue Syncora is holding up each month is
enough to pay for two month's worth of salaries for Detroit
firefighters or keep City police on the streets for 30 days.

Syncora's repeated demands to trap the casino revenues came in the
midst of ongoing negotiations between the City and the swap
counterparties, UBS A.G. and Merrill Lynch Capital Services, Inc.
to restructure nearly $340 million in secured debt and free up
approximately $11 million in monthly casino revenues to reinvest
in essential services for the City's 700,000 residents. Syncora's
actions have brought these negotiations to a virtual standstill.

A settlement with UBS and Merrill would ensure that the City has
much needed revenue to fund its operations, enable a negotiated
settlement with UBS and Merrill to exit the swaps with no effect
on Syncora and allow the City to avoid a termination payment of
several hundreds of millions of dollars.

There are no payment defaults under the swap agreements and
Detroit is currently in full compliance with its payment
obligations under the collateral agreement.

Syncora's effort to trap Detroit's casino revenues is a deliberate
attempt to push Detroit onto the horns of a dilemma -- either
offer concessions to Syncora on the COPs that it insures or risk a
$340 million termination payment.

The casino revenues were pledged in 2009 to avoid this same risk.
As the U.S. economy worsened in 2009, and tax revenues fell
precipitously, Detroit faced a looming $340 million termination
payment to several banks. To prevent the balloon payment, the City
agreed to use casino tax and development revenues as collateral
for the swap counterparties.  The City was negotiating with the
swap counterparties to resolve the swaps claims and free up the
casino revenues when Syncora disrupted that revenue stream with
its unfounded trapping demands. Syncora is seeking to advantage
its unsecured position on the COPs to obtain preferential
treatment over the City's other unsecured debt and legacy
obligations.

On June 14, the City announced it would not be making its $40
million COPs payment because it was conserving cash to fund
essential City services.  At the same time the City released its
proposal to restructure its almost $15 billion in debt and legacy
obligations, which proposed limited recoveries for unsecured
obligations like the COPs, but full payment for obligations
secured by a specific revenue stream, like the swap agreements and
the casino revenues.

"We are taking this action because we will leave no stone unturned
to put Detroit back on its feet financially," said Orr. "The
urgent needs of Detroit's 700,000 residents and the future of the
City should not be held hostage by Syncora or any other party that
insists on obstructing our efforts unnecessarily."


DUNLAP OIL: Court Denies Pineda's Motion to Vacate Plan Hearing
---------------------------------------------------------------
In mid-June the U.S. Bankruptcy Court for the District of Arizona
denied, for the reasons set forth on the record at the hearing
conducted on June 12, the motion of Pineda Grantor Trust II, a
secured creditor, to: (a) determine that the Amendment to Dunlap
Oil Company, Inc., and Quail Hollow Inn, LLC's joint Chapter 11
Plan, filed June 4, 2013, is material and requires the approval of
a new disclosure statement; (b) vacate the confirmation hearing
set for June 12; and (c) confirm that the June 12 hearing will
proceed as a final evidentiary hearing with respect to Pineda's
and Canyon Community Bank's stay relief motions.

As reported in the TCR on June 19, 2013, under the proposed
amendment, Debtors would retain the Quail Hollow Inn hotel and
another property, that were initially proposed to be surrendered
to Pineda in exchange for a "fair market value" credit against
Pineda's secured claim.  The amendment, Pineda argued, is a
material plan modification requiring approval of a new disclosure
statement, citing In re Downtown Inv. Club III, 89 B.R. 59, 65
(B.A.P. 9th Cir. 1988).

Pineda additionally argued that secured creditors who have made
the determination to elect or to forego their election to be
treated as fully secured under Section 1111(b) of the Bankruptcy
Code must be given the opportunity to change their election if the
plan is materially modified.  Consequently, the Court should
vacate the hearing on plan confirmation, Pineda asserted.

        About Dunlap Oil Company and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and 12-
23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge Brenda Moody Whinery presides over the case.  John R.
Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy,
P.A., serve as the Debtors' counsel.  Peritus Commercial Finance
LLC serves as financial advisor.  Quail Hollow Inn also hired
Sally M. Darcy of McEvoy Daniels & Darcy P.C. for the limited
purpose of handling any claims, issues, and/or disputes between
QHI and Best Western International, Inc.  The Debtors' lead
counsel, Gallagher & Kennedy, P.A., has a conflict precluding its
representation of the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


EASTMAN KODAK: Files Rule 2015.3 Report as of March 31
------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors filed a report as of
March 31, 2013 on the value, operations and profitability of those
entities in which the estate holds a substantial or controlling
interest.

The report contains a valuation estimate for non-debtor entities
as of a date not more than two years prior to June 21, 2012, and a
description of the valuation method used.

The report also contains a balance sheet and other financial
statements including a statement of changes in shareholders' or
partners' equity for the period covered for each non-debtor
entity, and a list of all active entities of the company.

Eastman Kodak filed the report pursuant to Bankruptcy Rule 2015.3.
A copy of the report is available without charge at
http://bankrupt.com/misc/Kodak_ReportBR033113.pdf

                        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.


EXCEL MARITIME: Secures Interim Cash Collateral Use
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Excel Maritime Carriers Ltd., the ship owner that
filed for Chapter 11 reorganization on July 1, received approval
from the bankruptcy court two days later for the usual panoply of
so called first-day orders.

According to the report, U.S. Bankruptcy Judge Robert Drain in
White Plains, New York, gave Excel authority to use cash
representing collateral for secured lenders with liens on the 38
dry-bulk vessels.  The final hearing on cash use will take place
Aug. 5.  Drain approved an interim loan of $330,000 for the owners
of two vessels.  The final financing hearing was also set for
Aug. 5.  There will be an auction on July 26 to see if there's a
better offer for two other vessels Excel is selling.

The report notes that unless there is a satisfactory cash offer,
secured lenders will acquire the vessels in exchange for the $43
million in debt they have on the vessels.  Rather than take title
themselves, the lenders will transfer control of the vessels to a
company owned by the daughter of the company's owner Gabriel
Panayotides.  The loans will be restructured under her ownership.
Other bids for the vessels are due July 24.  The sale approval
hearing will be another agenda item on Aug. 5.

The report relates that unless other creditors throw up an
obstacle, there is the outline for a plan supported by senior
lenders owed $771 million.  An ad hoc group of certain holders of
the $150 million in 1.875 percent convertible senior notes already
served notice that the plan is "inappropriate and unconfirmable."
They don't like how Mr. Panayotides would have the exclusive right
to "buy back" the company while giving a "nominal distribution" to
unsecured creditors.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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


FANNIE MAE: Perry Capital Sues U.S. Treasury over Takeover
----------------------------------------------------------
Joe Schneider & Clea Benson, writing for Bloomberg News, reported
that hedge fund firm Perry Capital LLC sued the U.S. Treasury
Department claiming the government's seizure of all profits from
Fannie Mae and Freddie Mac is illegal and has destroyed
shareholders' holdings.

Perry Capital, which seeks to represent investment funds in the
litigation, said it wants to stop the U.S. Treasury from enforcing
a so-called third amendment to preferred stock purchase
agreements, according to papers filed in federal court in
Washington, the report related.

The report further related that Perry Capital and hedge funds
including Paulson & Co. have been lobbying Congress to consider
allowing Fannie Mae and Freddie Mac to become independent again.
Republican and Democratic lawmakers, and President Barack Obama,
have called for both mortgage finance companies to be liquidated,
with the U.S. Treasury forecasting to collect more than $200
billion of profit from the agencies over the next decade.

"The third amendment fundamentally and unfairly alters the
structure and nature of the securities Treasury purchased,"
according to the statement of claim, the report cited. "This
blatant overreach by the federal government to seize all of the
companies' profits at the expense of the companies and all of
their private investors is unlawful and must be stopped."

Fannie Mae and Freddie Mac paid fixed dividends of 10 percent on
the government's stake until this year, when Treasury amended the
terms of the bailout and began taking all of Fannie Mae and
Freddie Mac's quarterly profits instead, the report said.

The Federal Housing Finance Agency, conservator for Fannie Mae and
Freddie Mac, which is also named in the lawsuit, didn't
immediately respond to an e-mailed request for comment sent after
regular business hours, the report added. The U.S. Treasury
Department also didn't immediately respond to e-mails seeking
comment.


FIELD FAMILY: Plan to Pay Off Creditors Over Time
-------------------------------------------------
There's a hearing Aug. 7, 2013, at 10:00 a.m., to consider
approval of the disclosure statement explaining Field Family
Associates, LLC's Chapter 11 Plan of Reorganization.  Objections
to the approval of the disclosure statement must be filed by July
26, 2013.

The Plan, which was filed on June 27, 2013, contemplates the
reorganization of the Debtor and the satisfaction of all
outstanding Claims against the Debtor over time.

The Plan will be funded from cash on hand, cash from future
operations, and a loan in the approximate amount of $2 million
from LaGuardia Express LLC, an affiliate of the Debtor.  All
Claims will be satisfied by cash payments or the issuance of cash
flow notes to be issued by the Debtor.  Existing LLC interests in
the Debtor will be preserved in the Reorganized Debtor.
Pursuant to the Plan:

  -- Holders of priority tax claims estimated at $452,069 (Class
1), secured tax claims estimated at $111,796 (Class 2), and
general unsecured claims estimated at $809,253 (Class 5 will
receive the same treatment.  They will receive amortized quarterly
payments equal to their allowed claims over a four-year period
with interest at the rate of 1% per annum, with the firm payment
made on the Effective Date.

  -- Wells Fargo, as trustee (Class 3), which has an estimated
claim of $31,328,991 (claim of $39,501,576 less $8,172,584
defeasance fee of $8,172,587), will receive a: (i) a restructuring
fee of 0.5 percent of the principal amount of $30,930,650, (ii)
interest-only payments from the Effective Date to the date which
is 18 months after the Effective Date, which will accrue at a
fixed rate of 5.5% per annum, (iii) at the option of the Debtor,
full by payment in cash on the Effective Date of (i) principal in
the amount of $30,930,650; (ii) accrued and unpaid interest owed
on the Note at the default rate provided in the Note through the
Effective Date; and (iii) any amounts for late fees, attorney's
fees, and other reasonable fees. The Debtor believes that the Plan
will be acceptable to Wells Fargo.

  -- Holders of "affiliate unsecured claims" (Class 6) will
receive, on the Effective Date, a cash flow note which will accrue
interest at 1% per annum but provide for no payments from the
Debtor until the repayment in full of all amounts due to all of
the Debtor's other creditors holding claims on the Effective Date.

  -- Holders of interests (Class 7) are unimpaired.

A copy of the disclosure statement is available at:

        http://bankrupt.com/misc/fieldfamily.doc229.pdf

The disclosure statement was submitted by Lawrence G. McMichael,
Esq., Peter C. Hughes, Esq., and Catherine Pappas, Esq., at
Dilworth Paxson LLP, counsel for the Debtor.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIELD FAMILY: May Use Cash Collateral Thru Sept. 23
---------------------------------------------------
Stephen Raslavich of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania entered a sixth interim order
allowing Field Family Associates, LLC, access to its cash
collateral through the week of Sept. 23, 2013.

The Debtor may use the cash collateral only up to the limits set
forth in an approved budget, a copy of which is available at:

    http://bankrupt.com/misc/FIELDFAMILY_BudgettruSept23.pdf

As adequate protection, Wells Fargo Bank, N.A., is granted valid,
perfected liens and enforceable post-petition replacement security
interests in all property of the Debtor.

The Court will convene a final hearing on Sept. 25, 2013, at 1:30
p.m., on the Debtor's use of cash collateral.  Parties-in-interest
may file objections no later than Sept. 19.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FOURTH QUARTER: Court to Consider Exclusivity Extension on Aug. 6
-----------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Georgia to extend its exclusive
periods to file and solicit acceptances of a plan for 60 days,
through and including Sept. 3, 2013, and Nov. 2, 2013,
respectively.

The Court has scheduled a hearing on the motion for Aug. 6, 2013,
at 10:00 a.m.

The Debtor says it needs additional time to formulate and
negotiate a plan, and prepare the required information.  According
to the Debtor, the extension of the exclusive periods will permit
it to propose a plan of reorganization that will provide for
payment in full of all allowed claims.

According to the Debtor, a key unresolved issue exists.  The
Debtor's secured lenders assert that there is no equity in the
Debtor's real property, which the Debtor disputes.  The Debtor
expects that its commissioned appraisal will be ready before the
Aug. 6, 2013 hearing on the secured lenders' motion to dismiss or
for relief of stay.  The Debtor relates that this contingency
weights heavily toward an extension of the exclusive periods in
this case because its resolution will establish the extent to
which the claims of Cornerstone Commercial Mortgages, LLC, and
CharterBank are secured under section 506, and thus the respective
treatment to which they are entitled in a plan.

Cornerstone asserts a claim in this case of $5,499,687.06.
CharterBank asserts a claim in this case of $511,021.76.  Both
assert that their claims are secured by the Debtor's owned real
property and associated rents.

The motion was filed by Austin E. Carter, Esq., at Stone & Baxter,
LLP, counsel for the Debtor.

                 About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


FREDDIE MAC: Perry Capital Sues U.S. Treasury over Takeover
-----------------------------------------------------------
Joe Schneider & Clea Benson, writing for Bloomberg News, reported
that hedge fund firm Perry Capital LLC sued the U.S. Treasury
Department claiming the government's seizure of all profits from
Fannie Mae and Freddie Mac is illegal and has destroyed
shareholders' holdings.

Perry Capital, which seeks to represent investment funds in the
litigation, said it wants to stop the U.S. Treasury from enforcing
a so-called third amendment to preferred stock purchase
agreements, according to papers filed in federal court in
Washington, the report related.

The report further related that Perry Capital and hedge funds
including Paulson & Co. have been lobbying Congress to consider
allowing Fannie Mae and Freddie Mac to become independent again.
Republican and Democratic lawmakers, and President Barack Obama,
have called for both mortgage finance companies to be liquidated,
with the U.S. Treasury forecasting to collect more than $200
billion of profit from the agencies over the next decade.

"The third amendment fundamentally and unfairly alters the
structure and nature of the securities Treasury purchased,"
according to the statement of claim, the report cited. "This
blatant overreach by the federal government to seize all of the
companies' profits at the expense of the companies and all of
their private investors is unlawful and must be stopped."

Fannie Mae and Freddie Mac paid fixed dividends of 10 percent on
the government's stake until this year, when Treasury amended the
terms of the bailout and began taking all of Fannie Mae and
Freddie Mac's quarterly profits instead, the report said.

The Federal Housing Finance Agency, conservator for Fannie Mae and
Freddie Mac, which is also named in the lawsuit, didn't
immediately respond to an e-mailed request for comment sent after
regular business hours, the report added. The U.S. Treasury
Department also didn't immediately respond to e-mails seeking
comment.


HOKU CORPORATION: Goes Dark, Declares Bankruptcy
------------------------------------------------
George Prentice, writing for Boise Weekly, reported that Hoku
Corporation, which promised to become one of Eastern Idaho's
largest employers with a proposed $700 million plant in Pocatello,
has gone bankrupt.

According to the report, in May 2012, Hoku halted construction of
its Pocatello facility and laid off 100 employees after struggling
to even pay its electric bill to Idaho Power. The CEO of Hoku
Solar tendered his resignation shortly thereafter.

And now, Hoku has filed for bankruptcy in Pocatello federal court,
reporting nearly $1 billion in red ink, the report said. The plant
has been shuttered and no one is allowed on the site unless
authorized by a bankruptcy trustee, according to the Idaho State
Journal.

More than 30 separate entities have been listed at creditors, the
report noted. A meeting between the creditors and the bankruptcy
trustee, R. Sam Hopkins of Pocatello, is slated for Wednesday,
July 31.


HOSTESS BRANDS: Flowers Foods Gets Fed OK for $360MM Deal
---------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that federal regulators
have approved Flowers Foods Inc.'s $360 million acquisition of
defunct snack icon Hostess Brands Inc.'s bread brands, including
Wonder and Nature's Pride, as well as 20 bakeries and 36 depots,
Flowers announced.

According to the report, Flowers said that it hopes to complete
the transaction for the bulk of Hostess' bread business -- which
also includes Merita, Home Pride and Butternut -- in the coming
weeks.

The packaged bakery foods company said the regulatory approval was
pursuant to the Hart-Scott-Rodino Act, the report related.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Slimmed Down Twinkies Set to Return
---------------------------------------------------
Julie Jargon writing for Dow Jones' DBR Small Cap reports that as
more than 50 million Twinkies start making their way to stores
July 15, the first order of business for the 83-year-old brand's
new owner is to let customers know a classic is back.

According to the report, but behind the return of the familiar
cream-filled sponge cake is a leaner operation, free of the union
labor and the $1.3 billion in debt that saddled the brand's
previous owners. With that clean slate, the new owner and chief
executive, C. Dean Metropoulos , plans to launch into an ambitious
growth plan and avoid the problems that led to two Chapter 11
bankruptcies, the last of which ended in liquidation.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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

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


IGPS COMPANY: Has Final OK to Obtain $12-Mil. in DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware early this
month authorized iGPS Company, LLC, on a final basis, to obtain up
to $12,000,000 in postpetition financing from Crystal Financial
LLC, which may be used for funding the Debtor's day-to-day
operations and working capital needs.

The DIP Lender will be granted first priority, priming liens,
subject only to the Carve Out (for allowed administrative
expenses, professional fees and expenses for Case Professionals
and the Committee Expenses) and the "permitted prior liens", upon
substantially all of the Debtor's real and personal property.

The Debtor is also authorized to use cash collateral in which the
prepetition lender asserts an interest.  As adequate protection
for its interest in the collateral, iGPS Logistisc LLC, the
prepetition lender, will receive additional and replacement
security interests and liens.  The prepetition lender will have
the absolute right to credit bid, in full or in part, the amount
of its secured claim in connection with the sale of any of the
Debtor's assets occurring pursuant to section 363 of the
Bankruptcy Code or included as part of any plan of reorganization.

On June 27, 2013, the Official Committee of Unsecured Creditors of
the Debtor filed its objection to the DIP Motion, citing:

   1. There has been no showing that the grants of adequate
protection to the prepetition lender were required by the DIP
Lender and the amounts to be borrowed under the DIP Facility would
have been financed by the prepetition lender in order to operate
the business.

   2. The Interim DIP Order appears to grant the DIP Lender
certain liens and claims with respect to any of the Debtors'
claims or causes of action under Chapter 5 of the Bankruptcy Code.

   3. The Committee should be granted standing in any final DIP
Order to assert a lien challenge.

   4. The current objection deadlines to the liens and claims of
the Prepetition Lenders should be extended.

   5. The deadlines for contesting events of default should be
extended.

   6. The Court should not approve a patently insufficient budget
and carve out.

   7. The waiver of marshaling rights should be stricken from any
Final DIP Order.

   8. The proposed waiver of the Debtors' and estates' rights
under Section 506(c) of the Bankruptcy Code (to surcharge the DIP
Lender's collateral and the prepetition lender's collateral for
costs and expenses of administration except as provided for in the
DIP Budget) is unfair and prejudicial to Unsecured Creditors.

The objection was filed on behalf of the Committee by J. Kate
Stickles, Esq., Therese A. Scheur, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., lead counsel for the Committee; and Gary
W. Marsh, Esq., Henry F. Sewell, Esq., and Alison Elko Franklin,
Esq., at MLA, Delaware counsel for the Committee.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

The bankruptcy judge signed an order on June 7 giving interim
approval for a $6 million loan from Crystal Financial LLC.  The
final hearing for approval of the entire $12 million loan package
will take place July 1.

McKenna Long & Aldridge LLP represents the Committee as counsel,
while Cole, Schotz, Meisel, Forman & Leonard, P.A. represents the
Committee as Delaware counsel.


IGPS CO: Pallet Business Scheduled for July 16 Auction
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IGPS Co. LLC will sell the business of leasing
plastic pallets at an auction on July 16.  The sale is taking
place about two weeks later than the company originally sought
when filing for Chapter 11 protection on June 4.

According to the report, Balmoral Funds LLC, One Equity Partners
LLC, and Jeff and Robert Liebesman are already under contract to
buy the business in exchange for $36 million in secured debt, $1
million cash, and assumption of the loan financing bankruptcy.
Just before bankruptcy, they purchased the $250 million working-
capital loan on which $148.8 million is outstanding, according to
court filings.  Under sale procedures approved on July 3 by the
U.S. Bankruptcy Court in Delaware, competing bids are due July 15.
There will be a hearing to approve the sale on July 19.

The report relates that the official creditors' committee and the
U.S. Trustee failed in their efforts at slowing down the auction.
The committee was concerned that without a higher offer generated
from additional marketing the sale to the stalking horse buyers
won't generate a recovery for unsecured creditors.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

The bankruptcy court gave final approval for a $12 million loan
from Crystal Financial LLC.


ING US: Fitch Affirms 'BB' Junior Subordinated Debt Rating
----------------------------------------------------------
Fitch Ratings has affirmed ING U.S., Inc.'s 'BBB' Issuer Default
Rating (IDR), 'BBB-' senior debt rating and 'BB' junior
subordinated debt rating. In addition, Fitch has affirmed at 'A-'
the Insurer Financial Strength (IFS) ratings for all of the
company's U.S. operating entities. The Rating Outlook is Stable.

Key Rating Drivers

ING U.S.'s ratings reflect the company's adequate statutory
capitalization of the aggregate U.S. insurance operations
including captives, large scale and solid business profile in
retirement and individual life markets, and improving operating
earnings performance within the core businesses. ING U.S. has also
improved the credit quality of its investment portfolio through
reduced exposure to commercial mortgage backed securities (CMBS),
subprime residential mortgage backed securities and alternative
investments.

Through the first three months of 2013, ING U.S. reported pre-tax
operating income from its ongoing businesses of $285 million, up
8% from the same period in 2012. Fitch believes that management
has made good progress reducing the risk profile of current
product offerings and mitigating capital and earnings volatility
related to its closed block variable annuity businesses with
increased hedging and the write-down of deferred acquisition
costs.

The estimated consolidated RBC ratio of the company's U.S.
insurance subsidiaries was 556% at March 31, 2013, up from 526% at
year-end 2012. Prior to ING U.S.'s IPO, $1.4 billion of
extraordinary dividends were paid from the insurance subsidiaries
to the holding company, reducing the RBC ratio as of March 31,
2013 to 459%. Fitch expects reported RBC to remain in the 425% -
450% range over the intermediate term driven by improved statutory
operating performance offset by distributions to the holding
company.

Offsetting these positives are the company's modest debt service
capacity, above-average capital market reliance and challenges
related to the company's $44 billion closed block of variable
annuities (VA).

Fitch views the company's debt servicing capacity as modest, but
improving. As an independent company, ING U.S. will largely depend
on dividend payments from regulated and non-regulated operating
subsidiaries as well as cash at the holding company to meet
interest payments and other obligations. Historically, the
company's U.S. insurance subsidiaries have had limited or no
capacity to make ordinary dividend payments to the parent due to
negative earned surplus in some statutory subsidiaries and limited
positive earned surplus in other statutory subsidiaries. However,
statutory dividend capacity will improve since ING U.S. has been
able to transfer amounts out of paid-in capital into unassigned
funds, thereby creating a positive earned surplus account and
ordinary statutory dividend capacity.

ING U.S.'s financial leverage was approximately 26% at March 31,
2013, in line with expectations for the rating category. However,
the company's total financing and commitments (TFC) ratio of 1.2x
is high compared to other peers and is driven by funding for
regulation XXX and AXXX reserve financing as well as securities
lending.

ING U.S.'s recent $1.3 billion initial public offering (IPO) was a
significant step in the restructuring process of becoming an
independent public company. The IPO provides the company with
increased funding flexibility, distribution awareness and access
to capital. While the IPO did not have an immediate impact on the
ratings, Fitch believes it will likely have long-term positive
ramifications for the credit.

The majority shareholder of ING U.S. is ING Groep N.V. (ING
Group), a leading publicly traded global banking and insurance
group located in the Netherlands. ING Group has an agreement with
the Dutch government to sell its insurance and investment
management operations as part of its repayment for support that
the company received during the financial crisis. ING Group must
divest at least 25% of ING U.S. by year-end 2013, which has been
satisfied by the recent IPO, and more than 50% by year-end 2014,
with the remaining interest divested by year-end 2016.

ING US's remaining parental ties include letter of credit
facilities provided by ING Bank which have been significantly
reduced and replaced by third party providers. The remaining
facilities are now on an arms-length basis.

Rating Sensitivities

The key rating triggers that could result in a downgrade include:

-- A decline in reported RBC below 385%;
-- Financial leverage exceeding 30%;
-- Significant adverse operating results;
-- Further material reserve charges required in its
    insurance/variable annuity books or a significant weakening
    of distribution channel or scale advantages.

The key rating triggers that could result in an upgrade include:

-- Increased operating profitability and generation of consistent
    statutory capital;

-- Sustained maintenance of GAAP interest coverage over 10x and
    statutory interest coverage over 4x;

-- Reported RBC above 450%, and financial leverage below 25%;

-- Private sale of closed block book at good value with boost to
    capitalization and reduction in volatility and risk.

Fitch has affirmed the following ratings with a Stable Outlook:

ING U.S., Inc.

-- Long-term IDR at 'BBB';
-- 5.5% senior notes due July 15, 2022 at 'BBB-';
-- 2.9% senior notes due Feb. 15, 2018 at 'BBB-';
-- 5.65% fixed-to-floating junior subordinated notes due May 15,
    2053 at 'BB'.

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Co.
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company

-- Insurer Financial Strength (IFS) at 'A-'.

Equitable of Iowa Companies, Inc.

-- Long-term IDR at 'BBB'.

Equitable of Iowa Companies Capital Trust II

-- 8.424% Trust Preferred Stock at 'BB'.


ISC8 INC: To Hold "Say-on-Pay Votes" Every Three Years
------------------------------------------------------
ISC8 Inc. has determined that future advisory Say-on-Pay Votes
will occur every three years until the next advisory vote
regarding that frequency.  The next advisory vote regarding the
frequency of Say-on-Pay Votes is required to occur no later than
the Company's 2019 Annual Meeting of Shareholders.

In the Company's definitive proxy statement filed on May 4, 2013,
the Board of Directors of the Company recommended that the
shareholders vote to have a Say-on-Pay Vote every three years.  A
majority of the Company's shareholders approved conducting a Say-
on-Pay Vote every three years.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a $43.02
million total stockholders' deficit.


J&J DEVELOPMENT: JP Weigand to Sell Real Property
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has
authorized J&J Developments, Inc. to employ JP Weigand & Sons Inc.
as realtor.  JP Weigand will sell real property of the Debtor in
exchange for a 6% commission.  No retainer or other prepaid
compensation has been paid.

                    About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.

As reported by the Troubled Company Reporter on April 5, 2013,
J & J Developments, Inc. won confirmation of its Chapter 11
Liquidation Plan dated Nov. 30, 2012.


JEWISH COMMUNITY: Adequacy Hrg. on Plan Outline Set for July 25
---------------------------------------------------------------
Judge Michael B. Kaplan will convene a hearing on July 25, 2013,
at 10:00 a.m. at Courtroom #3, in Trenton, New Jersey, to consider
adequacy of the Disclosure Statement filed by Jewish Community
Center of Greater Monmouth County.

Written objections to the Disclosure Statement are due no later
than 10 days before the July 25 adequacy hearing.

As reported by The Troubled Company Reporter on June 24, 2013,
Jewish Community Center of Greater Monmouth County filed a Joint
Chapter 11 Plan of Reorganization and Disclosure Statement dated
May 29, 2013.  The Plan provides that the Reorganized Debtor will
operate the facilities to primarily run the performing arts
programming, summer camps and the senior, adult and Jewish
programming.  In addition, the Reorganized Debtor will idenity and
enter into strategic ventures during 2013 and 2014 with one or
more operators to manage modified uses of the health and physical
education facilities.  The Plan would include allowing Deal
Sephardic Network ("DSN") to operate its youth programming at the
facility.  Through the Plan, the Debtor is rejecting all rights
to, interests in and contracts relating to membership in and acess
to the Debtors' educational and recreational services and
facilities.  The Plan also provides for a possible sale of the
Debtor's assets.

The Plan classifies and designates claims and interests in various
classes.  Creditors of Classes 1 and 2 Secured Claims (Save the
JCC -- $6.7 million and Donald Epstein -- $254,444) will retain
their prepetition lien on the Debtor's assets, and these claims
are expected to be paid in full.  Class 3 Priority Wage Claims and
Class 4 Priority Employee Benefit Plan Claims are also expected to
be paid in full.  Class 5 General Unsecured Claims, estimated to
total $1.6 million, will be paid from a pool that is being
established for this class of $100,000.  Class 5 Allowed Claims
will each receive a pro-rata portion of the pool based on the
Gross Amount of all Allowed Claims in the Class.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/JEWISHCOMMUNITY_DSMay29.PDF

                  About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.

On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman,
Esq., as trustee of the Debtor's bankruptcy estate.


JOURNAL REGISTER: Files Joint Plan of Liquidation
-------------------------------------------------
Pulp Finish 1 Company, f/k/a Journal Register Company, et al., and
the Official Committee Unsecured Creditors appointed in their
Chapter 11 cases filed with the U.S. Bankruptcy Court for the
Southern District of New York a joint plan of liquidation and
accompanying disclosure statement to effectuate the liquidation of
the Debtors' remaining assets, provide for the orderly wind down
of their estates, and enable prompt distributions of cash to
holders of allowed claims by means of a liquidating trust.

To recall, the Debtors have sold all or substantially all of their
assets to 21st Century Media, Inc.  The sale transaction closed on
April 5, 2013.

The Plan provides for the following classification and treatment
of claims:

   * Class 1 - Priority Non-Tax Claims.  Unimpaired.  Each Holder
     of an Allowed Priority Non-Tax Claim will receive, in full
     and final satisfaction of the Claim, payment in full in Cash
     of its Allowed Priority Non-Tax Claim.

   * Class 2 - Pre-Petition Revolving Credit Facility Claims.
     Unimpaired.  All Pre-Petition Revolving Credit Facility
     Claims have been paid in full in Cash prior to July 2, 2013,
     in full and final satisfaction, settlement, release, and
     discharge of those Pre-Petition Revolving Credit Facility
     Claims.

   * Class 3 - TLA/TLB Secured Claims. Unimpaired.  All TLA/TLB
     Secured Claims have been satisfied in full and released prior
     July 2, 2013, pursuant to the 363 Sale Transaction.

   * Class 4 - Other Secured Claims. Unimpaired.  Each Holder of
     an Allowed Other Secured Claim will be placed in a separate
     sub-class, and each sub-class will be treated as a separate
     class for Distribution purposes.  Except to the extent that a
     Holder of an Allowed Other Secured Claim agrees to a
     different treatment, on or as soon as practicable after the
     Effective Date, each Holder of an Allowed Other Secured Claim
     will receive, in full and final satisfaction of that Allowed
     Other Secured Claim, either (i) the collateral securing such
     Allowed Other Secured Claim; or (ii) Cash in an amount equal
     to the value of that collateral.

   * Class 5 - 363 Sale Assumed & Assigned Claims. Unimpaired.
     Except to the extent that an Allowed 363 Sale Assumed &
     Assigned Claim has been paid in full by the Purchaser prior
     to the Effective Date or as otherwise agreed to by a Holder
     of an Allowed 363 Sale Assumed & Assigned Claim and the
     Purchaser, each Holder of an Allowed 363 Sale Assumed &
     Assigned Claim will receive, in full and final satisfaction
     of that Allowed 363 Sale Assumed & Assigned Claim, payment
     from the Purchaser in full in accordance with the Asset
     Purchase Agreement.  Holders of Allowed 363 Sale Assumed &
     Assigned Claims will not receive any Distribution from the
     Estates or the Liquidating Trust Assets.

   * Class 6 - General Unsecured Claims. Impaired.  Each Holder of
     an Allowed General Unsecured Claim will receive, in full and
     final satisfaction of the Allowed General Unsecured Claim,
     its Pro Rata Share of the Liquidating Trust Assets after
     payment in full of Allowed Administrative Claims, Allowed
     Priority Tax Claims, Allowed Priority Non-Tax Claims, Allowed
     Other Secured Claims and the costs of administration of the
     Liquidating Trust.

   * Class 7 - Intercompany Claims. Impaired.  On or after the
     Effective Date, any and all Intercompany Claims will be
     adjusted, paid, continued, or discharged to the extent
     reasonably determined appropriate by the Liquidating Trustee.
     Any transaction may be effected on or subsequent to the
     Effective Date without any further order of the Bankruptcy
     Court.

   * Class 8 - Equity Interests. Impaired.  Holders of Equity
     Interests in the Debtors will neither receive nor retain any
     property under the Plan.  On the Effective Date, all Equity
     Interests in the Debtors will be cancelled and of no further
     force or effect and all Claims filed on account of Equity
     Interests will be deemed disallowed by operation of the Plan.

The Plan Proponents estimate that each Holder of an Allowed
General Unsecured Claim will receive a Distribution under the Plan
of approximately 0 to 5% of its Allowed General Unsecured Claim.

There will be a hearing on Aug. 27 where the company hopes the
bankruptcy judge in New York will approve disclosure materials so
creditors can begin voting on the plan.

The Joint Plan and Disclosure Statement were filed by Neil E.
Herman, Esq., and Patrick D. Fleming, Esq., at MORGAN LEWIS &
BOCKIUS LLP, in New York, and Michael R. Nestor, Esq., Kenneth J.
Enos, Esq., and Andrew L. Magaziner, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in New York, on behalf of the Debtors; and
Gerald C. Bender, Esq., Michael Savetsky, Esq., and Richard J.
Corbi, Esq., at LOWENSTEIN SANDLER LLP, in New York, on behalf of
the Creditors' Committee.

A full-text copy of the Disclosure Statement dated July 2, 2013,
is available at http://bankrupt.com/misc/JOURNALREGISTERds0702.pdf

                     About Journal Register

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

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

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

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

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

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

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

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

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

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


K-V PHARMACEUTICAL: Silver Point Seeks Full Interest Payment
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Silver Point
Finance LLC and other senior noteholders in K-V Pharmaceutical
Co.'s bankruptcy urged a New York bankruptcy judge to force the
company to pay millions in accrued interest on a group of senior
bonds.

According to the report, the senior noteholders, who said they are
owed $235.8 million on their notes as of K-V's bankruptcy filing
last summer, recently let go of an unsuccessful bid to finance K-
V's exit from bankruptcy and take over the women's health company
once it emerges.

                     About K-V Pharmaceutical

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

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

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

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

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


KIDSPEACE CORP: Has Final Authority to Obtain $15MM DIP Loans
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
gave final authority for KidsPeace Corporation, et al., to obtain
postpetition financing up to a maximum outstanding amount of $15
million from HFG Healthco-4 LLC, as a lender, and Healthcare
Finance Group, LLC, as a lender and administrative agent.

The proceeds of the DIP Facility will be used to repay the
outstanding amounts due to Gemino Healthcare Finance, LLC, under a
prepetition credit agreement.  In exchange for the payment, Gemino
releases the Debtors from all claims and causes of action arising
from the Gemino Prepetition Credit Agreement.

The Court also gave the Debtors authority to use the cash
collateral securing their prepetition indebtedness from the
Petition Date until the occurrence and continuation of an event of
default as the Debtors do not have sufficient available resources
of working capital and financing to carry on the operation of
their business without access to the DIP Loans and the Cash
Collateral.

All the DIP Lender Debt will have the status of an allowed
superpriority administrative expense claim.  As security for the
full and timely payment of the Lender Debt, the DIP Agent is
granted liens on, and security interests in, all of the
Collateral, subject only to the Carve-out, the valid non-primed
prepetition senior liens and the bond trustee's priming adequate
protection lien.

As adequate protection, to the extent of any diminution in value
of the Cash Collateral following the Petition Date, holders of
liens and interests in the Collateral are granted replacement
liens.

A full-text copy of the Final DIP Order with Budget is available
at http://bankrupt.com/misc/KIDSPEACEdipord0620.pdf

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com

An official committee of unsecured creditors composed of UMB Bank,
N.A., on behalf of bondholders, Performance Food Group d/b/a AFI,
W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and
Teresa Laudenslager, were appointed in the Chapter 11 cases.  The
Creditors' Committee proposes to hire as lead bankruptcy counsel
Lowenstein Sandler LLP and as co-counsel Fitzpatrick Lentz &
Bubba, P.C.


KIDSPEACE CORP: Creditors' Committee Taps Lowenstein, et al.
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of KidsPeace Corporation seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
retain counsel, co-counsel, and financial advisors:

                 Lowenstein Sandler as Counsel

The Committee seeks authority to retain Lowenstein Sandler LLP, as
lead counsel, to, among other things, provide legal advice,
address issues raised by any DIP financing, and participate in the
formulation of a chapter 11 plan.

Lowenstein will be paid at these hourly rates:

      Partners                    $475 - $945
      Counsel                     $385 - $685
      Associates                  $250 - $495
      Paralegals and Assistants   $155 - $260

Norman N. Kinel, Esq. -- nkinel@lowenstein.com -- a partner at
Lowenstein Sandler LLP, in New York, will take a lead role in
representing the Creditors' Committee.

                Fitzpatrick Lentz as Co-Counsel

The Committee seeks authority to retain Fitzpatrick Lentz & Bubba,
P.C., as co-counsel, to, among other things, assist Lowenstein in
its representation of the Committee.  FLB will be paid the
following hourly rates:

   $300        Douglas J. Smillie, Esq. -- dsmillie@flblaw.com
   $195        Joshua A. Gildea, Esq. -- jgildea@flblaw.com
   $120        Carolyn Charlton, paralegal

               FTI Consulting as Financial Advisor

The Committee also seeks authority to retain FTI Consulting, Inc.,
as financial advisor, to, among other things, assist in the review
of financial related disclosures required by the Court, including
the schedules of assets and liabilities, the statements of
financial affairs, and the monthly operating reports.

FTI has agreed with the Committee to seek payment for compensation
on a fixed monthly basis of $60,000 for the first two months and
$45,000 per month thereafter, plus reimbursement of actual and
necessary expenses incurred.

In addition, FTI will be compensated at its customary hourly rates
for services related to expert valuation services:

      Senior Managing Directors                     $790-$895
      Directors/Managing Directors                  $570-$755
      Consultants/Senior Consultants                $290-$540
      Administrative/Paraprofessionals/Associates   $120-$250

The firms assured the Court that they are disinterested persons as
defined in the Bankruptcy Code and do not represent any interest
adverse to the Committee's.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com

An official committee of unsecured creditors composed of UMB Bank,
N.A., on behalf of bondholders, Performance Food Group d/b/a AFI,
W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and
Teresa Laudenslager, were appointed in the Chapter 11 cases.


KIDSPEACE CORP: Court Directs Patient Care Ombudsman Appointment
----------------------------------------------------------------
Judge Richard Fehling of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania, directed Roberta A. DeAngelis, the U.S.
Trustee for Region 3, to appoint one disinterested person to serve
as patient care ombudsman to carry out the obligations set forth
in Section 333(b) and (c) of the Bankruptcy Code in the Chapter 11
cases of KidsPeace Corporation and its debtor affiliates.

Section 333(a) provides that the court will direct the appointment
of a patient care ombudsman in a case where the debtor is a health
care business, unless the court determines the appointment of an
ombudsman is not necessary for the protection of patients under
the specific facts of the case.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com

An official committee of unsecured creditors composed of UMB Bank,
N.A., on behalf of bondholders, Performance Food Group d/b/a AFI,
W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and
Teresa Laudenslager, were appointed in the Chapter 11 cases.


KINGSBURY CORP: Plan Outline Hearing Set for July 18
----------------------------------------------------
The hearing to consider adequacy of Kingsbury Corp., et al.'s
Disclosure Statement explaining their Plan of Liquidation has been
continued from June 25, 2013 to July 18, 2013, at 1:30 p.m.

As reported in the May 7, 2013 edition of The Troubled Company
Reporter, KMTC, f/k/a Kingsbury Corporation, Donson Group, Ltd.,
and Ventura Industries, LLC, proposed a liquidating plan, which
provides for the sale of Kingsbury's real estate located at 80
Laurel Street, Keene, New Hampshire.  Secured claims will be paid
in full from the sale proceeds, or holders of secured claims will
retain their liens in the real estate and their allowed secured
claims will be satisfied from the real estate proceeds.  General
unsecured claims will be paid in full, while interests will be
cancelled and holders of interests will take nothing under the
Plan.  A full-text copy of the Disclosure Statement dated April
22, 2013, is available for free at:

      http://bankrupt.com/misc/KINGSBURYCORPds0422.pdf

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer Rood,
Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.


KINGSBURY CORP: U.S. Trustee Opposes Plan Outline Approval
----------------------------------------------------------
U.S. Trustee William K. Harrington raised some concerns on the
Disclosure Statement filed by KMTC, fka Kingsbury Corp., et al.,
dated April 22, 2013.  The Disclosure Statement accompanies the
Debtors' Liquidation Plan, which contemplates the sale of the
Debtor's real estate located at 80 Laurel Street, Keene, New
Hampshire.

The U.S. Trustee said the Disclosure Statement should be amended
to provide an update on the foreclosure of the Keene facility.  He
has reason to believe that a successful bid was submitted for the
property but no closing has occurred yet.  The Plan Outline should
address what impact the foreclosure has on the feasibility of the
Plan, the U.S. Trustee asserted.

The Disclosure Statement, the U.S. Trustee said, should also
address contentions and effects of potential environmental claims
with respect to alleged dangerous waste at the foreclosed Keene
facility.

The Disclosure Statement, the U.S. Trustee added, should be
amended to clarify that, because this is a liquidating plan, the
Debtors will not receive a discharge under 11 U.S.C. Sec.
1141(d)(3).

The Plan contains an exculpation provision as well as language
permanently enjoining third parties from enforcing claims
against, inter alia, the Debtors, the Disbursing Agent, the
Responsible Officer and the Liquidating Trustee, and their
respective professionals.  The Disclosure Statement, the U.S.
Trustee said, does not contain adequate information to allow the
Court to exercise its discretion to enjoin third parties under the
multi-factor test summarized in Master Mortgage Inv. Fund, Inc. ,
168 B.R. 930, 935 (Bankr. W.D. Mo. 1994).  The U.S. Trustee
further objects that such protections are inappropriate for
bankruptcy professionals, and the release of non-debtor parties to
a plan of reorganization directly contravenes 11 U.S.C. ? 524(e).

Moreover, the U.S. Trustee stated that the Disclosure Statement:

   -- does not contain liquidation analysis or a description of
      the Debtors' current assets;

   -- does not contain adequate information on the proposed sale
      of the Debtors' residual assets;

   -- is silent on what dividend will be paid to unsecured
      creditors under the Plan;

   -- does not contain sufficient information on the amount of
      administrative and priority claims;

   -- does not state whether the disbursing agent will be bonded
      or what the agent's estimated fees, if any, will be;

   -- should state whether the liquidating trustee will be bonded
      or what the trustee's estimated fees, if any, will be;

Ann Marie Dirsa -- ann.marie.dirsa@usdoj -- represents the U.S.
Trustee.

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer Rood,
Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.


LAGRANGE, KY: Moody's Cuts Rating on GO Bonds & Rev. Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from A3 the rating
on the City of LaGrange's (KY) General Obligation bonds and Lease
Revenue notes, affecting $11 million in rated parity debt. The
bonds and notes are backed by the city's general obligation
pledge. Outlook remains negative.

Rating Rationale

The rating reflects the city's debt structure and the uncertainty
surrounding the city's ability to retire its lease revenue debt.
The Series 2012A General Obligation Lease Revenue Notes issued by
Oldham-LaGrange Development Authority (OLDA), secured by lease
payments from the city and backed by its general obligation
pledge, have a scheduled principal payment of $8.1 million in June
2015. The original 2005 term bonds, refinanced with the Series
2012A, were used to purchase and develop 1,000 acres of land for
office buildings and other commercial purposes. OLDA has been
unable to sell most of the land. Absent any sales to repay note
holders, the city is responsible for the debt and will depend on
market access for continued refinancing of the notes.

The city was planning to refund the 2012 series with long-term
General Obligation debt in the spring of 2014. However, debt
retirement depends on the ability of the city to generate
additional revenues to service these bonds. Current projections
for the restructuring proposes a 20 year maturity of level debt
service around $600,000 annually. The city's mayor introduced a
bill proposing the adoption of a local payroll tax on salaries and
wages earned within the city's taxing jurisdiction that would
bring in an estimated $600,000 annually and would be in place
until the debt was retired. The vote on the bill has been tabled
twice since its inception in 2012. On July 1, 2013, the bill was
voted down. The mayor reports that no alternatives to the payroll
tax have been introduced and that the city will likely be forced
to default on the scheduled principal payment of $8.1 million in
June 2015. Moody's views the failure to implement the new revenue
source in order to pay the city's debt obligations as indicative
of a substantial credit risk. Absent an executed plan to repay
note holders in the near term, further downgrades of the city's
rating are likely.

Strengths

- Tax base located in the Louisville-Jefferson County MSA

Challenges

- Narrow financial position of the city's General Fund,
   characterized by declining reserves and significant presence
   of passive revenue streams

- Current debt structures require future market access

- Previous failures to adopt necessary revenues sufficient to
   meet the city's debt obligations

Outlook

The negative outlook reflects the lack of an executed plan for
debt retirement and restructuring. Additionally, the negative
outlook reflects Moody's belief that the city's financial position
will continue to be pressured as a result of its debt structure
and structural imbalances in the General Fund. Moody's expects
these factors to continue to challenge the city in the near-term.

What Could Move the Rating Up

- Refinancing debt with affordable debt payments

- Generating new revenues sufficient to service the outstanding
   debt

- Trend of surpluses in the General Fund achieved through
   balanced operations

- Substantial growth in full valuation

What Could Move the Rating Down

- Inability to manage weak debt structure

- Further trend of operating deficits and deteriorating General
   Fund reserve

- Trend of significant declines in full valuation

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


LAKELAND INDUSTRIES: Arenal Capital Holds 9.6% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Arenal Capital Partners LP and Arenal Capital Fund LP
disclosed that, as of June 28, 2013, they beneficially owned
566,015 shares of common stock of Lakeland Industries, Inc.,
representing 9.6 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/kR1tmR

                    About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

In its audit report on the consolidated financial statements for
the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.


LEGENDS GAMING: Court Confirms Chapter 11 Plan
----------------------------------------------
Judge Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana, Shreveport Division, confirmed the
Joint Chapter 11 Plan for Louisiana Riverboat Gaming Partnership
and its debtor affiliates.

The Plan provides that, on the Effective Date, new interests will
be issued to first lien lenders from whom the Debtors owed
$181.2 million.  Holders of the $108.5 million in secured claims
were unanimously in favor of the plan.  Among the $151.5 million
in unsecured claims that voted, 99.9 percent were in favor.  For
holders of $215.2 million in unsecured claims, there will be a
recovery of 0.02 percent from a sharing of $40,000 made available
by secured lenders.  The bankruptcy took longer than expected
because a sale to the Chickasaw Nation for $125 million fell
through after being approved by the court.

When the sale went by the boards, the lenders stepped forward to
take ownership through a new plan giving them a $80 million first-
lien term loan on emergence from bankruptcy.  Once gaming
regulators give lenders permission to become owners, they will
exercise options to assume stock ownership at a nominal price.
The approved disclosure statement showed senior lenders with a 46
percent recovery.

The second-lien claim of $116.3 million is treated as an entirely
unsecured claim in a class of unsecured creditors including the
deficiency claim of the first-lien lenders.

Judge Callaway also approved final modifications to the Plan,
which modifications were non-material within the meaning of Rule
3019 of the Federal Rules of Bankruptcy Procedure.  Moreover,
Judge Callaway authorized Debtor Legends Gaming, LLC, to amend the
engagement letter agreement it entered into with Sea Port Gaming
Securities, LLC, so that agreement conforms to the changes in the
payment terms of the transaction fee set forth in the Plan.

A full-text copy of the Plan, dated June 26, 2013, is available at
http://bankrupt.com/misc/LOUISIANARIVERBOATplan0626.pdf

William H. Patrick, III, Esq., Tristan Manthey, Esq., and Cherie
Dessauer Nobles, Esq., at Heller, Draper, Patrick & Horn, L.L.C.,
in New Orleans, Louisiana, represent the Debtors.


LEHMAN BROTHERS: Brokerage Trustee Balks at Countrywide Claims
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating the brokerage subsidiary of
Lehman Brothers Holdings Inc. filed papers last week to knock out
claims filed by plaintiffs in a class lawsuit against Countrywide
Financial Corp. and underwriters of its securities.

According to the report, Lehman brokerage trustee James Giddens
points to the 2010 settlement of the class suit where the
plaintiffs took $624 million and released all claims against
Countrywide and its underwriters.  Although Giddens asked the
plaintiffs to drop their claims in the Lehman brokerage
liquidation, they didn't.

The report notes that consequently, Giddens filed papers last week
and scheduled an Aug. 21 hearing where he will ask the bankruptcy
judge to dismiss the claim based on the release given to all
underwriters in settling the suit.  Before the settlement, Lehman
had been dismissed from the suit on account of its bankruptcy.

The report relates that the lead plaintiff in the suit is Thomas
DiNapoli, the New York State Comptroller.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIBERACE FOUNDATION: Court Sets Aug. 14 Hearing on Plan Outline
---------------------------------------------------------------
The Liberace Foundation for the Creative and Performing Arts filed
with the U.S. Bankruptcy Court for the District of Nevada on
June 24, 2013, a disclosure statement explaining the Debtor's
Liquidating Plan of Reorganization.  The hearing to consider the
approval of the disclosure statement is scheduled for Aug. 14,
2013, at 9:30 a.m.

On May 10, 2013, the Debtor received Court authorization to sell
its property located at 1775 East Tropicana Avenue, Las Vegas,
Nevada.  Shortly thereafter the Debtor sold the property for the
purchase price of $2,300,000.

The undisputed portion of the Disputed Claim of US Bank in Class 1
was paid out of the Property sale proceeds upon closing.  The
disputed portion will be paid out of the remaining Property sale
proceeds pursuant to the agreement of the parties or a court order
determining the Allowed amount of the disputed portion.

The total estimated amount of the General Unsecured Claims in
Class 2 asserted against the Debtor is $38,655.25.  Class 2 Claims
will be paid in full in Cash, from the funds held in the Debtor's
Nevada Trust account, on the Effective Date.

The Liberace Revocable Trust, the Equity Interest Holder in Class
3 will be retaining its equity interests, and thus, is unimpaired
by the Plan.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/liberacefoundation.doc134.pdf

The Disclosure Statement was filed by Nedda Ghandi, Esq., at
Ghandi Law Offices, in Las Vegas, Nevada, counsel for the Debtor.

                   About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  Brownstein
Hyatt Farber Schreck, LLP serves as special counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIFE CARE ST. JOHNS: Glenmoor Retirement Community in Ch. 11
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Life Care St. John's Inc., an adult continuing-care
community 25 miles (40 kilometers) south of Jacksonville, Florida,
filed a petition for Chapter 11 reorganization (Bankr. M.D. Fla.
Case No. 13-bk-04158) on July 3, 2013, in Jacksonville.

According to the report, known as Glenmoor, the nonprofit project
owes $55.6 million on four bond issues.  Financial problems were
caused by low occupancy and higher than expected health-care
costs.  Other liabilities include $7.8 million owing to residents
who moved out.

The facility has 159 units and serves 247 residents.  It is
located in World Golf Village, a master-planned community.


LIFE CARE ST. JOHNS: Section 341(a) Meeting Set on Aug. 14
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Life Care St.
Johns, Inc., will be held on Aug. 14, 2013, at 1:00 p.m. at
Jacksonville, FL (3-40) - Suite 1-200, 300 North Hogan St.
Creditors have until Nov. 12, 2013, 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.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Bruce Jones signed
the petition as CEO.  Judge Jerry A Funk presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $50 million.  Stutsman Thames & Markey, P.A., serves as
the Debtor's counsel.


LIFECARE HOLDINGS: U.S. Trustee Embarking on Test-Case Appeal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Justice Department is embarking on a test-
case appeal to bar using a legal fiction that allows unsecured
creditors to grab money they wouldn't otherwise be entitled to
receive in strict adherence with bankruptcy law.  Hospital owner
LifeCare Holdings Inc. is the guinea pig for the appeal being
taken by the tax division of the Justice Department in Washington.
So far, LifeCare has come out on top, with help from the U.S.
Bankruptcy Court in Delaware.

The report recounts that in June, LifeCare completed the $320
million sale of its 26 remaining hospitals to secured lenders in
exchange for debt.  The sale was approved by the bankruptcy court
in April.  The Internal Revenue Service appealed because there
won't be any cash from the sale to pay a $24 million gains tax.

The report relates that, also last month, the bankruptcy court
approved a settlement over objection from the government.  In the
settlement, the official unsecured creditors' committee dropped an
objection to the sale in return for $3.5 million from the secured
creditors.  The $3.5 million is earmarked exclusively for
unsecured creditors and can't be used to pay creditors with higher
priority claims, such as the government's tax claim.  The
government's papers argue that bankruptcy law doesn't permit a
sale "for the benefit of a single or select group of creditors, to
the detriment of other creditors."  In addition to taking issue
with the $3.5 million earmarking for unsecured creditors, the
government faults the sale for paying some Chapter 11 expenses and
not others.

After the Delaware bankruptcy court denied a stay pending appeal,
the government turned to U.S. District Judge Sue L. Robinson in
Wilmington.  In papers filed last week, the government is asking
Judge Robinson to allow completion of the sale while blocking
distribution of the $3.5 million.  The Justice Department argues
that the settlement evades the priority rules laid out in the
Bankruptcy Code where unsecured creditors aren't entitled to
payment until higher ranking claims like taxes are paid in full.
Since the sale occurred after bankruptcy, the resulting gains tax
would be an expense of the Chapter 11 case that ordinarily must be
paid before pre-bankruptcy unsecured creditors, according to the
government.

The report notes that if the government wins on appeal, the often-
used settlement structure wouldn't be permissible in Delaware,
where many of the country's larger Chapter 11 bankruptcies are
filed.  Success by the government would result in no recoveries or
lower recoveries by unsecured creditors in some corporate
bankruptcies.  If the government loses in Robinson's court, the
Justice Department can appeal to the U.S. Court of Appeals in
Philadelphia.

As a result of the settlement with lenders, unsecured LifeCare
creditors are to receive $1.5 million from which they estimate
having a 7.5 percent cash recovery.  The settlement gives $2
million cash to subordinated noteholders, for a 1.7 percent
recovery.  The senior lenders provided another $150,000 for the
creditors' lawyers.  The lenders were owed about $355 million on a
secured credit facility with JPMorgan Chase Bank NA as agent.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The lenders provided $25 million in secured financing for the
Chapter 11 case.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


MAXCOM TELECOMUNICACIONES: Begins Soliciting Votes for Prepack
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Maxcom Telecomunicaciones SAB began soliciting votes
on a prepackaged Chapter 11 reorganization plan to provide the
Mexico City-based telecommunications provider with $45 million in
new capital.

According to the report, the reorganization plan will include a
tender offer where Ventura Capital Provida SA will acquire
existing equity for 2.9 pesos (22 cents) a share.  The
recapitalization will be completed through approval of a
reorganization plan in a U.S. bankruptcy court, according to the
company's July 3 statement.

The report notes that all creditors will be paid in full other
than holders of the $200 million in 11 percent first-lien notes
due in 2014.  Holders will receive new notes for the full
principal amount bearing interest initially at 6 percent and
rising to 8 percent before maturity in 2020.  The reorganization
has support from holders of $84 million of the 11 percent notes,
Ventura and some shareholders.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.  At the time, the company said it would use the 30-
day grace period to negotiate a restructuring to be carried out
through a Chapter 11 filing in the U.S.


MAXIMUM ENGINEERING: Lacks Standing to Sue Quinn, App. Ct. Says
---------------------------------------------------------------
In the appellate case, MAXIMUM ENGINEERING, INC., Plaintiff and
Appellant v. QUINN GROUP, INC., and CATERPILLAR INC., Defendants
and Respondents, Case No. B239220, the Court of Appeals of
California, Second District, affirmed trial court orders denying
the plaintiff's motion for reconsideration and motion to amend the
complaint.

The lawsuit was filed in March 2011 by Maximum seeking damages of
$600,000 based on causes of action for breach of warranty
agreement, breach of commercial warranty and intentional
interference with business relations.  Maximum alleged Quinn
refused to honor the warranty on its repair of an expensive piece
of construction equipment, and Quinn interfered with Maximum's
business relations by threatening not to do business with anyone
doing business with Maximum.

In its June 13, 2013 Order available at http://is.gd/w0B7DWfrom
Leagle.com, the Appeals Court held that summary judgment was
properly granted in favor of the defendants on the ground that
Maximum lacked standing to bring the action and the former
bankruptcy trustee also lacked standing because the bankruptcy
case had been closed and he head been discharged.

Costs on appeal are awarded to Quinn Group, Inc., and Caterpillar,
Inc.

Law Office of Sohaila Sagheb and Sohaila Sagheb, Esq. --
sslawoffice@sbcglobal.net -- represent Maximum Engineering Inc.

Sedgwick LLP's Steven D. Di Saia, Esq., Douglas J. Collodel, Esq.,
Daniel W. Bir, Esq., and Mathew R. Groseclose --
steven.disaia@sedgwicklaw.com , douglascollodel@sedgwicklaw.com ,
danielbir@sedgwicklaw.com , mathewgroseclose@sedgwicklaw.com -- as
well as Chapman Glucksman Dean Roeb & Barger's Craig A. Roeb,
Esq., Ronald P. Van, Esq. and Lauren Kadish, Esq. --
croeb@cgdrblaw.com , rvan@cgdrblaw.com , lkadish@cgdrblaw.com --
represent Defendants Quinn Group and Caterpillar Inc.

In April 2009, Maximum filed for bankruptcy protection under
Chapter 11 (Bankr. C.D. Calif, Case No. 09-11243).  The schedule
of personal property (Schedule B) in the Chapter 11 proceeding
makes no mention to warranty claims against the defendants.  In
September 2010, the bankruptcy was converted to Chapter 7, and
again, Maximum failed to set forth the warranty claims on Schedule
B.  In February 2011, the case was closed by the bankruptcy court
and the trustee was discharged of his duties.


MDU COMMUNICATIONS: To Run Out of Cash by September
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MDU Communications International Inc., a
telecommunications provider, said in a regulatory filing last week
that its cash resources will be depleted by Sept. 30.

According to the report, the Totowa, New Jersey-based company said
it's exploring "large asset sales" or a merger.  The company's
revolving-credit lender extended maturity of the facility to
Dec. 31 from June 30, with the possibility of an extension to
March 31.

The report discloses that as of June 30, MDU had borrowed $27.7
million from $28 million that was available under the borrowing-
base formula.

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MEDIA GENERAL: Moody's Rates New $960MM Debt 'Ba1'
--------------------------------------------------
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc. Moody's also assigned Ba1 to
the company's proposed $60 million 1st lien super priority
revolver and B1 to the proposed $900 million 1st lien senior
secured term loan.

Proceeds from the credit facilities along with balance sheet cash
of $28 million will be used to repay $601 million of Media
General's existing debt plus $163 million of Young Broadcasting's
debt, as well as to fund $61 million of call premiums, a $50
million pension plan contribution, plus $53 million of fees and
expenses. The Probability of Default Rating was upgraded to B2-PD
from Caa1-PD reflecting the proposed all bank debt structure. The
Speculative Grade Liquidity Rating was upgraded to SGL -- 2 from
SGL -- 3 and the rating outlook is stable. These actions conclude
Moody's review for upgrade of the company's ratings initiated on
June 10, 2013.

Upgrades:

Issuer: Media General, Inc.

  Corporate Family Rating (CFR): Upgraded to B1 from Caa1

  Probability of Default Rating (PDR): Upgraded to B2-PD from
  Caa1-PD

  Speculative Grade Liquidity (SGL) Rating: Upgraded to SGL -- 2
  from SGL -- 3

Assigned:

Issuer: Media General, Inc.

  $60 million 1st Lien Super Priority Revolver: Assigned Ba1,
  LGD1 -- 1%

  $900 million 1st Lien Senior Secured Term Loan: Assigned B1,
  LGD2 -- 29%

Outlook Actions:

Issuer: Media General, Inc.

  Outlook is Stable

  Upgraded but to be withdrawn upon full redemption or completion
  of the tender:

Issuer: Media General, Inc.

  $300 million of 11.75% Senior Secured Notes due 2017: Upgraded
  to B1, LGD3 -- 42% from Caa1, LGD3 -- 43%

Ratings Rationale:

The B1 corporate family rating reflects Media General's pending
merger with Young Broadcasting in an all-stock transaction
resulting in expanded coverage of US households as well as
favorable geographic and network diversification. Leverage is high
but reflects marked improvement with a 2-year average debt-to-
EBITDA ratio of 5.1x estimated for FYE 2013 (including Moody's
standard adjustments, pro forma for the merger) compared to Media
General's standalone 2-year average of 7.9x as of March 31, 2013.
Other credit metrics, including interest coverage and free cash
flow to debt ratios, will improve meaningfully due to lower
interest rates on the proposed term loan compared to the average
11.1% on Media General's existing funded debt instruments. Typical
of television broadcasters, the company's vulnerability to
cyclical advertising downturns and increasing media fragmentation
weigh on ratings.

The ratings are supported by the company's consistent #1 or #2
revenue rankings in a majority of its markets several of which
benefit from traditionally strong political advertising demand,
good local news programs, and continued increases in non-cyclical
cash flow which benefit from retransmission agreements (net of
reverse compensation payments). "Since the sale of its newspaper
operations one year ago, management successfully executed its
strategy to transition into a pure-play broadcaster by tracking
above its initial revenue and EBITDA plan leading up to the
proposed merger while reducing corporate overhead run-rate expense
to roughly $20 million per year from $32 million. Moody's believes
management is committed to reducing leverage and will be
successful in realizing planned synergies totaling $25 million to
$30 million based on elimination of redundant costs, a reduction
in interest expense and, to a lesser extent, an uplift in
retransmission fees," stated Carl Salas, Moody's VP and Senior
Credit Officer. The company has good liquidity with cash balance
of a minimum $15 million and full availability under the $60
million revolver.

The stable rating outlook reflects Moody's view that, pro forma
for the merger, Media General will continue to grow core ad sales
but total revenues will decline in FY2013 due to the absence of
significant political advertising, followed by the return of
heightened political ad demand in 2014. Leverage should improve
from initial levels as free cash flow is applied to reduce term
loan balances and the refinancing of existing debt facilities
results in lower interest expense despite higher debt balances.
The outlook does not incorporate debt financed acquisitions that
would meaningfully increase leverage ratios.

Media General's ratings could be downgraded if revenues or EBITDA
deteriorate due to economic weakness or underperformance in one or
more key markets, or if debt financed transactions including
acquisitions or distributions, result in 2-year average debt-to-
EBITDA ratios being sustained above 5.50x (including Moody's
standard adjustments) or 2-year average free cash flow-to-debt
ratios falling below 5%. Ratings could be considered for an
upgrade if Media General maintains 2-year average debt-to-EBITDA
leverage comfortably below 4.50x with minimum 2-year average free
cash flow-to-debt ratios of 9%. Liquidity would also need to
remain good including maintaining a comfortable EBITDA cushion to
financial covenants, and Moody's would need to be assured that
management would maintain operating and financial policies that
would be consistent with the higher rating.

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

Media General, Inc., headquartered in Richmond, VA, is a
television broadcaster and will operate 30 primary television
stations and online enterprises across 27 markets ranked #6 to
#167 covering an estimated 14.1% of U.S. television households
with 16 stations in the largest 75 media markets, post-closing of
the announced merger with New Young Broadcasting Holding Co., Inc.
The company's network affiliations will include 11 CBS stations, 9
NBC, 7 ABC, as well as one each of Fox, CW and MNT. Media General
is publicly traded and, as part of the merger, will reclassify
each outstanding share of its Class A and Class B stock into one
share of a newly created class of common stock, eliminating the
dual class structure. Owners include Standard General (roughly 28%
ownership), Oppenheimer (13%), Gabelli (10%), and Highland Capital
(10%), with the remainder being widely held. The merger is
expected to close in late Q3 or early Q4 2013 and is subject to
Hart-Scott-Rodino consent, as well as approval by the FCC and
Media General shareholders. Revenues pro forma for the merger
totaled $605 million in 2012.


METROPOLITAN NATIONAL: Enters Ch. 11 With $16MM Recapitalization
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the holding
company for Arkansas-based Metropolitan National Bank entered
Chapter 11 bankruptcy following years of mortgage-related losses
and announced a $16 million recapitalization offer from a Texas-
based private equity firm.

According to the report, Rogers Bancshares Inc. filed its petition
in the U.S. Bankruptcy Court for the Eastern District of Arkansas,
blaming the 2008 economic and housing crisis for its lingering
financial problems, which include more than $100 million in
nonperforming mortgage loans. The company has about $92.5 million
in debt.


MSR RESORT: Five Mile Seeks Independent Trustee
-----------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that Five Mile Capital Partners LLC is accusing MSR Hotels &
Resorts Inc .of using its Chapter 11 case to shield its directors
from possible liability for their alleged misconduct and wants an
independent trustee to take charge of the company.

According to the report, Five Mile, an investment firm, said last
week millions of dollars are on the line in connection with the
legal claims against MSR's directors, which include breach of
fiduciary duty, and it wants the company to pursue them.  However,
Five Mile said MSR's management has decided not to pursue the
litigation, which Five Mile said is a clear conflict of interest.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


NESBITT PORTLAND: Has Plan Support Agreement With U.S. Bank
-----------------------------------------------------------
Nesbitt Portland Property LLC, et al., and U.S. Bank National
Association ask the U.S. Bankruptcy Court for the Central District
of California to approve a Plan Support Agreement and related Term
Sheet; and authorize and direct the Debtors to perform their
obligations under the agreement and approve bidding and sales
procedures.

The Plan Support Agreement dated May 23, 2013, was entered among
the Debtors, the secured lender, Windsor Capital Management, Inc.,
Nesbitt Family Trust 3, LLC (the guarantor) and Patrick Nesbitt,
Sr.

The Plan Support Agreement represents a global agreement to
consensually resolve the cases and the claims of the secured
lender against the Debtors and against the guarantor.

Among other things, the Plan Support Agreement provides for a sale
process that will maximize the value of the hotels and the filing
and prosecution of a consensual Chapter 11 Plan for the Debtors
that will result in the payment in full of all non-insider allowed
claims.

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

U.S. Bank serves as trustee, as successor-in-interest to Bank of
America, N.A., as trustee, for Registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG6.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  Joseph
Sholder at Griffith & Thornsburgh, LLP; and Peter Susi at Susi &
Gura, P.C. represent the Debtors.  Alvarez & Marsal North
American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NESBITT PORTLAND: U.S. Trustee Balks at Bid to Hire CRO
-------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, asked the
Bankruptcy Court to deny Nesbitt Portland Property LLC, et al.'s
motion to employ a chief restructuring officer.

According to the U.S. Trustee, the agreement by the parties does
not conform with the Bankruptcy Code, which provides for the
appointment of a Chapter 11 trustee when a manager of a debtor-in-
possession is unable or unwilling to continue in that role.
Moreover, the Debtors have settled with U.S. Bank by proposing to
hire a CRO who is essentially not disinterested, but is answerable
to U.S. Bank.  The U.S. Trustee also noted that the terms of the
proposed engagement of the CRO are unreasonable and include both
unjustified compensation and inappropriate indemnification.

The U.S. Trustee is represented by Brian D. Fittipaldi, Esq.

On June 10, U.S. Bank National Association -- as successor in
interest to Bank of America, N.A., as trustee for the registered
holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2006-GG6 -- requested
that the Court overrule the objection filed by the Office of the
U.S. Trustee, and grant the CRO application.  The secured lender
has a claim against the Debtors in the approximate amount of
$193,396,857.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  Joseph
Sholder at Griffith & Thornsburgh, LLP; and Peter Susi at Susi &
Gura, P.C. represent the Debtors.  Alvarez & Marsal North
American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEW ENERGY: Proposes Liquidation Plan With Committee
----------------------------------------------------
New Energy Corp. and the Official Committee of Unsecured Creditors
last month delivered to the Bankruptcy Court a Disclosure
Statement explaining a proposed Plan of Liquidation for the
Debtor.  The Plan is dated June 6, 2013.

According to the Disclosure Statement, the Plan will be funded
through the collection and liquidation of the remaining assets of
the Debtor into cash.  The Plan also creates a Liquidating Trust.
The Debtor's estate will contribute the remaining assets to the
Liquidating Trust for the benefit of creditors of the Debtor.

The Plan also incorporates a settlement which resulted from
negotiations between and among the Debtor and certain key creditor
constituents in the case, including the Committee and the Debtor's
prepetition senior lender, the U.S. Department of Energy.

Under the terms of the Plan Settlement, the Prepetition Senior
Lender and the Prepetition Junior Lenders will provide cash, in an
amount not to exceed $75,000, to fund the Liquidating Trust and
the Prepetition Junior Lenders will reduce their pro rata share of
the proceeds of the remaining assets.

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

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.

The Official Committee of Unsecured Creditors is represented by
Thomas R. Fawkes at Freeborn & Peters LLP. Conway MacKenzie, Inc.,
is its financial advisor.


NEWLAND INTERNATIONAL: Prepackaged Plan Effective
-------------------------------------------------
BankruptcyData reported that Newland International Properties'
Prepackaged Plan of Reorganization became effective, and the
Company emerged from Chapter 11 protection.

Under the Plan, the $220 million in prepetition 9.50% Senior
Secured Notes due 2014 plus accrued interest will be replaced with
new 9.50% Senior Secured Notes, which will pay cash interest and
fully amortize by May 2017, the report related.  This provides for
a 95% to 100% recovery rate.

The new notes assign additional rights and protections to the new
noteholders including a pledge of and assignment of the voting
rights of 100% of the shares of the Debtor, the right to foreclose
on 100% of the shares and related economic and/or voting rights
upon the event of a payment default on the New Notes, and various
improvements in New Note amortizations and prepayment terms, the
report said.

The Court confirmed the Plan on May 30, 2013.

                    About Newland International

Newland International Properties Corp., a unit of Panama-based
Ocean Point Development Corp. that developed luxury hotel and
condominium known as the "Trump Ocean Club International Hotel &
Tower," located in Panama City, Panama, has sought Chapter 11
protection in New York with a bankruptcy exit plan that would
further restructure $220 million secured notes used to finance the
project.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11396) in Manhattan on April 30, 2012, said the Trump Ocean
Club is a multi-use 69-floor luxury tower overlooking the Pacific
Ocean, with luxury condominium residences, a world-class hotel
condominium, a limited number of offices and premier leisure
amenities.  The Trump Ocean Club is located on the Punta Pacifica
Peninsula -- one of the most exclusive neighborhoods in Panama
City.

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to
$500 million.


NORSE ENERGY: Asks for Bankruptcy Deadline Extension
----------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
executives at Norse Energy USA Inc. said they aren't ready yet to
file a creditor payback plan to the bankruptcy court as they look
for buyers and argue in court that hundreds of lease agreements to
drill for natural gas beneath the 133,000 acres of Upstate New
York land haven't expired.

                       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.


NORTEL NETWORKS: Takes Back Bid to Incentivize Key Personnel
------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that are withdrew,
without prejudice, their motion for an order authorizing them to
(A) grant awards pursuant to the Nortel Networks' incentive plan,
and (B) enter into individual special incentive payment agreements
with certain key personnel.  The 2013 incentive awards paid will
not exceed approximately $1,081,915.

The notice was filed by James L. Bromley, Esq., and Lisa M.
Schweitzer, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON LLP, in New
York; and Tamara K. Minott, Esq., Derek C. Abbott, Esq., Eric D.
Schwartz, Esq., Ann C. Cordo, Esq., and Tamara K. Minott, Esq., at
MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware, on
behalf of the Debtors.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OCD LLC: Creditors Have Until July 15 to File Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established July 15, 2013, as the deadline for any individual or
entity to file proofs of claim against OCD, LLC.

The Court also set Sept. 9, as the governmental units bar date.

                          About OCD, LLC

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Jeffrey A. Reich, Esq., at Reich
Reich & Reich, P.C., serves as the Debtor's counsel. The Debtor
disclosed $28,014,340 in assets and $17,021,500 in liabilities as
of the Chapter 11 filing.


OMTRON USA: Has Until Aug. 16 to File Chapter 11 Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina extended Omtron USA, LLC's exclusive periods to file a
proposed Chapter 11 Plan until Aug. 16, 2013, and solicit
acceptances for that Plan until Oct. 14, respectively.

As reported in the Troubled Company Reporter on June 5, 2013, the
Debtor said Duff & Phelps, the Debtor's investment bankers, has
continued in its efforts to sell substantially all of the assets
of the Debtor as a "going concern", which efforts have resulted in
a motion being filed with the Court on May 3, 2013, to approve
procedures relating to bidding and the process for the sale and
auction of the assets.

"It is anticipated that the auction as contemplated by the sale
motion won't take place until July 15, 2013.  The Debtor will not
be able to finalize a plan until such time as the auction has been
completed.  The requested relief will further extend the Exclusive
Periods to allow for the finalization of the sale process,
including the review of various bids that are received, and the
completion of an auction of the assets and approval of the
successful bidder as the purchaser of the assets.  The protection
of the exclusive periods will allow the Debtor to focus on
maximizing recoveries for creditors and negotiating a proper wind
down of the estate, without the distraction of any competing
plans," Christine L. Myatt, Esq., at Nexsen Pruet, the attorney
for the Debtor, states.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year,
and filed its own Chapter 11 petition (Bankr. D. Del. Case No.
12-13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker, Upshot Services LLC as
its claims and noticing agent.  The Debtor listed $40,633,406 in
assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


OPPENHEIMER PARTNERS: July 23 Hearing on CBIZ MHM Employment
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on July 23, 2013, at 11 a.m., to consider the request of
Oppenheimer Partners Properties, LLP, to employ the accounting and
consulting firm of CBIZ MHM, LLC as financial advisor.

According to the Debtor, most of the work performed by CBIZ for
the Debtor was by Christine Ulibarri.  Ms. Ulibarri provided
reasonable and necessary services for the Debtor in the matter
that had a significant impact on the Chapter 11 case.

The Debtor seeks to pay CBIZ for the services that Ms. Ulibarri
provided in the 87 days before the employment application was
filed on Feb. 27, 2012, and after the Petition Date on Dec. 2,
2011.

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

The Plan filed in the case provides that the exit financing
requirements under the plan will be fully funded by the Debtor's
cash on hand.  The Debtor anticipates having $338,000 cash on hand
by the Effective date.


ORCHARD SUPPLY: Court Approves Bidding Procedures
-------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports that
U.S. Bankruptcy Court Judge Christopher S. Sontchi on Monday
approved bidding procedures that will govern Orchard Supply
Hardware's auction and sale of its assets.  Lowe's Cos. will serve
as stalking horse bidder with its $205 million initial offer.

Orchard Supply will hold an auction Aug. 14.  The Court will hold
a sale hearing Aug. 20 to approve the successful bid.  Competing
bids are due Aug. 9.  Those offers, the Dow Jones report notes,
must exceed Lowe's bid by $9 million.  That covers $7 million in
bidder protections payable to Lowe's if it loses, plus a $2
million overbid.

To motivate its leaders to secure the best possible offer for its
stores, Dow Jones relates Orchard Supply will return to bankruptcy
court next week for approval of an executive bonus plan.  Four of
Orchard Supply's top executives, including President and Chief
Executive Mark Baker and Chief Financial Officer Chris Newman,
would be eligible to receive as much as $3.1 million if the
ultimate sale price tops $300 million.

The report notes a sale of at least $200 million would bring in
nearly $2.2 million in bonuses for the executives under the
proposed plan.  Lowe's has committed to cover 50% of the bonus
payments if it emerges as the winning bidder at next month's
auction.

Also on the agenda for next week's hearing is a $176.3 million
bankruptcy loan from lenders led by Wells Fargo Bank, Dow Jones
reports.  Orchard Supply received court approval to access some of
the financing shortly after its bankruptcy filing but must return
to court to draw the full amount.

                        About Orchard Supply

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

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

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

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

The U.S. Trustee for Region 3 has appointed five members to the
official committee of unsecured creditors in the case.


ORMET CORP: Utility Wants Smelter Kept From Altering Energy Deal
----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that an Ohio utility
launched a suit in Delaware bankruptcy court seeking to block
aluminum smelter Ormet Corp.'s bid to have a state commission
modify its power agreement before transferring it to its private
equity buyer.

According to the report, Ohio Power Co., doing business as AEP
Ohio, sought a preliminary injunction stopping Ormet from going
forward with a bid to have the Public Utilities Commission of Ohio
amend its energy agreement until the Delaware court rules on AEP's
May 8 objection to the contract's assignment and assumption.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OZ GAS: Hearing on Amended Plan Outline Continued to Aug. 8
-----------------------------------------------------------
Upon a consent motion filed by RBS Citizens, N.A., dba Charter
One, for continuance of the hearing to approve the disclosure
statement explaining the amended Chapter 11 plan for John D. Oil
and Gas Company, the Bankruptcy Court ruled that the hearing to
approve the Disclosure Statement is continued from July 11, 2013
until August 8, 2013 at 9:30 a.m.

The Court previously continued that hearing to July 11.

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

RBS is represented by Frederick D. Rapone, Jr., Esq., at Campbell
& Levine, LLC; and Andrew C. Kassner, Esq., at Drinker Biddle &
Reath LLP.

RBS argued that, among other things:

   1. the Plans grant impermissible third parties releases;

   2. the Plans impermissibly artificially impair the claims of
      general unsecured creditors; and

   3. the revised financial projections and related data do not
      support a feasibility finding.

According to the Disclosure Statement, the Debtor's First Amended
Plan of Reorganization dated April 22, 2013, provides that
Priority Claims will receive payment in full within 60 days of the
Effective Date.

The Debtor will make monthly interest payments to RBS Citizens
N.A. (Class 2) doing business as Charter One, on the allowed
amount of the claim over a five-year term with interest at the
non-default contract rate.

Holders of Allowed Class 3 claims will be re-amortized to the
remaining length of the contract, plus 60 months, with interest
accruing at the contract rate.

Allowed General Unsecured Claims (Class 4) -- unless the
Debtor and the holder of any such allowed claim agree to a
different treatment, each holder of an Allowed Class 4 Claim will
receive 90 percent of its claim, paid in cash, within one year of
the Effective Date.

The Equity Interest (Class 5) owners will retain their interests
in the Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/OZ_GAS_ds_1amendedplan.pdf

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

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

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

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

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

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


PARADISE VALLEY: Can Employ John Wicks as Real Estate Appraiser
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Paradise Valley Holdings LLC last month to employ John "Jack"
Wicks & Associates LLC as real estate appraiser.

As real estate appraiser, John Wicks will advise the Debtor on
valuation of the Debtor's real property, Paauw appraisal, provide
testimony regarding Paauw appraisal and value of Debtor's real
property.

To the best of the Debtor's knowledge, John Wicks has no
connection with the creditors, or any other party in interest, or
their respective attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee, and is a "disinterested person" as defined in 11 U.S.C.
101(14).

John Wicks will charge $200.00 per hour for his professional
services.

The application was submitted by James A. Patten, Esq., of Patten,
Perterman, Bekkedahl & Green, Attorney for the Debtor.

                About Paradise Valley Holdings LLC

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.
Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.,
at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the
Debtor's legal counsel.


PATRIOT COAL: Judge Requires Showing Creditors' Addresses
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. filed what it thought was a
routine motion to delete addresses and telephone numbers from the
lists of creditors.

According to the report, U.S. Bankruptcy Judge Kathy A. Surratt-
States in St. Louis denied the motion.  The coal producer wanted
the creditor list redacted so the names and address of 41,000
individual creditors wouldn't be publicly available.  The
individual creditors are mostly present or former employees whose
wages, benefits or health insurance are being impaired by
bankruptcy.

The report notes that although the judge authorized Patriot to
modify wages, benefits and retirement health insurance, the
company and the union are continuing to negotiate.  In the
meantime, Patriot didn't implement all the changes authorized by
the court.

                        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 is serving as legal advisor, 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.


PIPELINE DATA: Sets Aug. 14 Plan Disclosure Hearing
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pipeline Data Inc. filed a revised liquidating
Chapter 11 plan on July 3.  The bankruptcy court in Delaware will
hold a hearing on Aug. 14 to approve the explanatory disclosure
statement, thereby allowing creditors to vote.

According to the report, the plan is based on a settlement with
senior convertible noteholders approved by the bankruptcy court in
June.  Incorporated into the plan, it pays the lenders $13.3
million, for a total recovery of $19 million given $5.7 million
already received.  If the company generates cash beyond $4.48
million, the lenders will receive 60 percent of the excess.

The report notes that unsecured creditors receive nothing from the
plan.  Pipeline processed credit cards and sold the business in
March to Calpian Inc. for $9.75 million.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provided credit and debit
card payment processing services to approximately 15,000
merchants.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).

After the bankruptcy court in Delaware approved selling the
business in January 2013 to Applied Merchant Systems West Coast
Inc. for $9.85 million, the deal fell through.  The court later
authorized the second-place bidder, Calpian Inc., to buy the
operation for $9.75 million. The sale was completed on March 15.


PROMMIS HOLDINGS: NTS Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Nationwide Trustee Services, Inc., an affiliate of Prommis
Holdings, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               UNKNOWN
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $73,979,885
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           UNKNOWN
                                  -----------     -----------
        TOTAL                              $0     $73,979,885

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

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


PROMMIS HOLDINGS: NTS Virginia Files Schedules
----------------------------------------------
Nationwide Trustee Services of Virginia, Inc., an affiliate of
Prommis Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $73,979,885
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                  -----------     -----------
        TOTAL                              $0     $73,979,885

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

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


PROMMIS HOLDINGS: Statewide Tax Alabama Files Schedules
-------------------------------------------------------
Statewide Tax and Title Services of Alabama LLC, an affiliate of
Prommis Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $73,979,885
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                  -----------     -----------
        TOTAL                              $0     $73,979,885

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

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


PROMMIS HOLDINGS: Statewide Publishing Files Schedules
------------------------------------------------------
Statewide Publishing Services LLC, an affiliate of Prommis
Holdings, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,156,634
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $73,979,885
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $924,239
                                  -----------     -----------
        TOTAL                      $5,156,634     $74,904,124

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

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


RAINBOW LAND: Court Confirms Reorganization Plan
------------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada confirmed Rainbow Land & Cattle Company, LLC's
first amended plan of reorganization.

The Debtor intends to sell or refinance its property prior to the
expiration of a deferral period of three years.  Postpetition and
during the Deferral Period, interest, attorneys' fees and other
charges will continue to accrue on the Zions Bank and Heise Loans.

The Plan designates four classes of claims.  The Zions Bank
allowed secured claim (Class 1) in the amount of $1,319,909 and
the F. Heise Land & Livestock Company allowed secured claim (Class
2) of $809,092 will be paid in full in cash no later than the
conclusion of the Deferral Period.  Allowed unsecured claims
(Class 3) will be paid on or before the conclusion of the deferral
period.  Holders of membership interests (Class 4) will retain
their interests in the Reorganized Debtor, but will receive no
distribution until Classes 1 through 3 are paid in full.

Appearances during the hearing on the confirmation of the Plan
were made by Alan R. Smith, Esq., on behalf of the Debtor; Jeffrey
A. Cogan, Esq., on behalf of H.H. Land & Cattle Company; and James
J. Ream, Esq., on behalf of Maurice Klabunde, Charles and Romowa
Tow, and Ernest J. Turner.

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, is the owner of approximately
466 acres of undeveloped real property located in Caliente,
Nevada, and approximately 133 acre feet of water appurtenant to
the property.  The Property was financed by Zions First National
Bank at the time of the purchase.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns approximately
579.48 undeveloped acres of real property located in Caliente,
Nevada, along with 466.79 acre feet of water rights.  The Debtor
is owned by John Huston, 45.2381%; Jan J. Cole, 45.2381%; and
Clarence Burr, 9.52381%.

Judge Bruce A. Markell presides over the case.  The Law Offices of
Alan R. Smith serves as bankruptcy counsel.  The petition was
signed by John H. Huston, managing member.

Smith Larsen & Wixom represents Zions Bank as counsel.


RAM OF EASTERN N.C.: Wells Fargo Suit Stayed in District Court
--------------------------------------------------------------
RAM of Eastern North Carolina, LLC, on Feb. 22, 2013, filed a
notice of removal of the civil action captioned as, WELLS FARGO
BANK, N.A., as successor-by-merger to Wachovia Bank, National
Association, Plaintiff, v. R. MITCHELL BRYDGE, ALETA LYNN BRYDGE,
ROBIN L. STRICKLAND, GRANTHAM CROSSING, LLC, and RAM OF EASTERN
NORTH CAROLINA, LLC, Defendants, Case No. 4:12-CV-281-D, to the
United States Bankruptcy Court for the Eastern District of North
Carolina.

Pursuant to 11 U.S.C. Sec. 362, Chief District Judge James C.
Dever III, stayed the Wells Fargo action in the district court in
a June 6, 2013 Order available at http://is.gd/VtY9uofrom
Leagle.com.

Plaintiff Wells Fargo Bank, N.A., is represented by Brian David
Darer, Esq. -- briandarer@parkerpoe.com -- at Parker, Poe, Adams &
Bernstein.

Defendants R. Mitchell and Aleta Lynn Brydge as well as Robin L.
Strickland are represented by David J. Haidt, Esq., of Ayers &
Haidt, P.A. -- ayershaidt@embarqmail.com

Third Party Defendants RAM of Eastern North Carolina, LLC and
Grantham Crossing, LLC, is George Mason Oliver, Esq. --
gmo@ofc-law.com -- of Oliver Friesen Cheek PLLC.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Files Plan and Targets Nov. 10 Confirmation
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC filed the formal Chapter 11
reorganization plan on July 3 to implement the global settlement
approved on June 26 by the U.S. Bankruptcy Court in New York.

According to the report, by paying $2.1 billion, ResCap's parent
Ally Financial Inc. will buy a release from claims for defective
mortgage-backed securities.  The 165-page disclosure statement
explains the 110-page plan anchored by ResCap's settlement.

According to the disclosure statement:

    * Junior secured creditors stand to recover 71.4 percent
      to 77.1 percent on their $2.22 billion in claims.

    * ResCap's $2.15 billion in general unsecured claims
      will receive a distribution of 36.3 percent, according
      to the disclosure statement.

    * Unsecured creditors with $2 billion in claims against
      the "GMACM" companies are to have a 30.1 percent recovery.

ResCap is arranging an Aug. 21 hearing for approval of the
disclosure statement. Assuming there are no delays, the
confirmation hearing for approval of the plan will take place
Nov. 6.  The last day for creditors to vote will be Oct. 10.

The report notes that approving the plan isn't a foregone
conclusion.  There were numerous objections to approval of the
Ally settlement.  Although the bankruptcy judge said they raised
"difficult issues," he said they would properly come before the
court at the Nov. 6 confirmation hearing.  ResCap can use the
intervening weeks to iron out as many objections as possible.

The report says that the agreement where creditors commit
themselves to supporting the plan calls for implementation of the
reorganization by Dec. 15.

                     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 as of March 31, 2012.

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

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

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

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


RESIDENTIAL CAPITAL: Houston Court Dismisses "Kittler" Action
-------------------------------------------------------------
District Judge Sim Lake granted the motion for summary judgment
filed by GMAC Mortgage, LLC, seeking dismissal of the lalwsuit for
declaratory judgment commenced by homeowners Janice K. Kittler and
Leslie Kittler.  The action was filed on June 10, 2011, in the
District Court of Harris County, Texas, 333rd Judicial District
(Cause No. 2011-34928), transferred to the 295th Judicial
District, and then removed to the U.S. District Court, Southern
District Texas, in Houston.

The case is, JANICE K. KITTLER and LESLIE KITTLER, Plaintiffs, v.
GMAC MORTGAGE, LLC, Defendant, Civil Action No. H-12-0902 (S.D.
Tex.).  A copy of the District Court's June 28 Memorandum Opinion
and Order is available at http://is.gd/EbIMNffrom Leagle.com.

The Kittlers are represented by Joseph G. Soliz, Esq. --
solizlaw@gmail.com -- at The Soliz Law Firm PLLC.

GMAC Mortgage LLC is represented by Jonathan Riley Key, Esq., and
Graham W. Gerhardt, Esq. -- ggerhardt@babc.com -- at Bradley Arant
et al.

                     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 as of March 31, 2012.

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

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

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

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


RG STEEL: Seeks Approval to Sell Asset to Moose One for $837,700
----------------------------------------------------------------
RG Steel Wheeling LLC seeks approval from U.S. Bankruptcy Judge
Kevin Carey to sell a real property in Mesa County, Colorado, to
Moose One LLC for $837,700.  The steel maker also seeks a ruling
entitling the buyer to, among other things, the benefits and
protections afforded by Section 363(m) of the Bankruptcy Code.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RITE AID: $419.2 Million of 2017 Senior Notes Validly Tendered
--------------------------------------------------------------
Rite Aid Corporation's cash tender offer for any and all of its
outstanding 7.5 percent senior secured notes due 2017 expired at
midnight, Eastern Time, on July 5, 2013.  As of the Expiration
Date, approximately $419.2 million aggregate principal amount of
the 2017 Notes had been validly tendered and not validly
withdrawn, representing approximately 83.85 percent of the
outstanding 2017 Notes.  All those 2017 Notes had been validly
tendered on or prior to the consent payment deadline, which was
5:00 p.m., Eastern Time, on June 20, 2013, and were accepted for
purchase on June 21, 2013.  The remaining $80.8 million aggregate
principal amount of the 2017 Notes were called for redemption on
July 22, 2013, and were satisfied and discharged by the Company on
July 8, 2013.

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  As of June 1, 2013, the Company had
$6.94 billion in total assets, $9.30 billion in total liabilities
and a $2.35 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RIVIERA HOLDINGS: Losses Cues Moody's to Lower CFR to 'Caa3'
------------------------------------------------------------
Moody's Investors Service downgraded Riviera Holdings
Corporation's ratings, including its Corporate Family Rating to
Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD
from Caa2-PD. At the same time, Moody's downgraded Riviera's first
lien term loan and revolver to Caa2 from Caa1, its second lien
term loan to Ca from Caa3 and its Speculative Grade Liquidity
rating to SGL-4 from SGL-3. The rating outlook is negative.

Ratings Rationale:

The downgrade reflects Moody's view that Riviera's capital
structure is unsustainable given growing operating losses and its
inability to cover debt service and capex needs given limited
available cash balances. Additionally, although the company
continues to pay required interest on time, it remains in
technical default of financial covenants.

Riviera has restricted cash balances ($61 million at March 31,
2013) from the sale of its Black Hawk property in April 2012. Even
if the company receives approval from its lenders to use
restricted cash to fund operating needs, the company will not be
able to service the remaining debt without material improvement in
the Riviera Las Vegas' performance, and may again seek to
restructure.

The negative rating outlook considers Riviera's high risk of
payment default as well as Moody's view that operating cash flow
will not rebound materially given the properties age and location
as well as slow operating conditions in Las Vegas. Ratings could
be downgraded if Riviera does not gain access to its restricted
cash balances to fund its operating losses and debt service needs.
Ratings could be upgraded if the company can cover debt service
and interest expense from operations.

Independent of any change in Rivera's Corporate Family Rating, the
ratings on the company's Series A term loan and revolver or Series
B term loan could change depending on the amount of debt the
company ultimately repays with the proceeds from the sale of the
Black Hawk casino.

Ratings downgraded:

  Corporate Family Rating to Caa3 from Caa2

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

  First lien Series A $10 million revolver due April 2016 to Caa2
  (LGD 3, 32%) from Caa1 (LGD 3, 34%)

  First lien Series A $50 million term loan due April 2016 to
  Caa2 (LGD 3, 32%) from Caa1 (LGD 3, 34%)

  Second Lien Series B (PIK) $28 million term loan due April 2016
  to Ca (LGD 5, 83%) from Caa3 (LGD 5, 84%)

  Speculative Grade Liquidity rating to SGL-4 from SGL-3

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


ROCHA DAIRY: Chapter 11 Case Dismissed, Closed
----------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho has issued an order closing the bankruptcy case
of Rocha Dairy, LLC.

As reported by the Troubled Company Reporter on April 2, 2013,
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, asked the
Bankruptcy Court to dismiss the Debtors' case because it has been
pending approximately 21 months, but no plan has been confirmed,
causing unreasonable delay to the creditors.  According to the
U.S. Trustee, there is a continuing loss or diminution of the
estate and the absence of a reasonable likelihood of
rehabilitation, as evidenced by the Debtor's own statements.  The
Debtor's financial performance hasn't improved in the intervening
months.  Its January 2013 monthly operating report shows that
after 20 months of post-petition operations, its ending cash
balance was $6,151.

The U.S. Trustee also said the Debtor has been unable to
accumulate any cash which it will need to operate and make plan
payments.  The Debtor doesn't have cash on hand to pay its
attorney fees, accounting fees and it hasn't set aside any
money to pay the Unsecured Creditors' Committee attorney fees as
ordered by the Court.  The Debtor's cash flow problems have caused
it to accrue post-petition payroll tax liabilities, the Trustee
stated.

The Court entered an order dismissing the Chapter 11 case on
May 9, 2013.  The Court entered another order on May 28 closing
the case.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presided over the
case.   Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
served as bankruptcy counsel to the Debtor.  The Debtor disclosed
$12,679,974 in assets and $8,705,077 in its liabilities as of the
Chapter 11 filing.  The petition was signed by Elcidio Rocha,
member.

The Official Committee of Unsecured Creditors retained May
Browning & May as its counsel.


ROGERS BANCSHARES: Little Rock Bank Being Sold to Investor Fund
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rogers Bancshares Inc. from Little Rock, Arkansas, is
the latest bank holding company to file for Chapter 11 protection
with a proposal to sell the bank subsidiary Metropolitan
National Bank and avoid a takeover by regulators.

According to the report, a fund affiliated with Dallas-based
private-equity investor Ford Financial Fund LP signed a contract
to buy 45-branch Metropolitan for $16 million and supply capital
required by regulators.  Rogers filed for Chapter 11 relief
(Bankr. E.D. Ark. Case No. 13-bk-13838) on July 5 in Little Rock.
Rogers owes $41.3 million on three issues of junior subordinated
debentures and $39.6 million on four issues of preferred stock.

The report discloses that the U.S. Treasury owns $26.3 million of
the preferred stock in return for assistance in the Troubled Asset
Relief Program.  There will be an auction where competing bids can
be submitted.  The bank has $888 million in deposits, according to
the website.  There is no debt owing to trade suppliers.


SAN BERNARDINO: Sees No Fact Disputes on Right to Bankruptcy
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Bernardino, California, facing a hearing in late
August on the question of whether the city is eligible for Chapter
9 municipal bankruptcy, filed papers on July 5 telling the
bankruptcy judge there are no disputed facts and therefore no need
for a trial.

According to the report, San Bernardino filed papers called a
motion for summary judgment, where the city must show there are no
disputes on the pivotal facts underpinning the right to be in
Chapter 9.  The motion is set for hearing on Aug. 28.  The city
points out that only the San Bernardino Public Employees
Association and the California Public Employees' Retirement System
contest the city isn't eligible for Chapter 9.

The report notes that the city's motion contends there has been
compliance with all state- and federal-law requirements for a
municipality's use of Chapter 9.  If the bankruptcy judge
concludes there are disputed facts, she must hold a trial and hear
witnesses before deciding if the city is eligible for Chapter 9.

The report relates that the employees' association and CalPers are
scheduled to file opposition papers on Aug. 2.  The bankruptcy
judge will hold a status conference on July 17 where she may use
the occasion to appoint a mediator.  Unlike Chapter 11,
municipalities must prove eligibility for Chapter 9 bankruptcy.

The report discloses that CalPers is opposing the city's use of
Chapter 9 even though the city resumed making payments in July to
the state's public employees' retirement fund.

"We're spending millions of dollars in attorneys' fees fighting
their motions, they're spending millions of dollars in their
retirees' money fighting these motions, we have three unions
spending their members' money because of these motions," said City
Attorney James F. Penman, referring to months of discussions about
what evidence the city must produce to prove its eligibility, a
report from The Sun said. "But the fact is, we don't believe there
are any issues in dispute any longer.  The judge has said at least
twice, perhaps more, that everyone agrees we're insolvent, and
each time CalPERS has sat there and did not respond to that."

Under California bankruptcy law, insolvency is one of five
requirements to be eligible for Chapter 9 bankruptcy, with several
of those -- that the city is a municipality, for example -- being
completely uncontested, the report noted.

CalPERS' main objection, according to previous filings, is that
the city hasn't met the requirement of having a desire to effect a
plan to adjust its debts, the report related.  Instead, they
argue, the bankruptcy filing may have been a delaying tactic or
something else, and they should be given more access to documents
and officials to determine if that is the case.

                    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.


SCOOTER STORE: Holdings Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
The Scooter Store Holdings, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,520,661
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $65,557,993
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $26,870,821
                                  -----------     -----------
        TOTAL                      $2,520,661     $92,428,814

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

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: St. Louis LLC Files Schedules of Assets & Debts
--------------------------------------------------------------
The Scooter Store - St. Louis, L.L.C. filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $13,353,846
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $65,557,993
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $18,400,000
                                  -----------     -----------
        TOTAL                     $13,353,846     $83,957,993

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

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SHUANEY IRREVOCABLE: Mark Freund Withdraws as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
authorized Mark Freund to withdraw as counsel for Shuaney
Irrevocable Trust.  That order was entered May 24.  A review of
the docket indicates the Debtor has not filed an application to
hire new counsel.  According to the case docket, the Debtor is
representing itself.

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  Judge William S. Shulman presides over the
case.


SOFTLAYER HOLDINGS: S&P Withdraws 'B+' CCR After IBM Deal
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Dallas-
based data center provider SoftLayer Holdings Inc. and its
subsidiary, SoftLayer Technologies Inc., including the 'B+'
corporate credit rating.  This action follows the completion of
the acquisition of the company by IBM Corp. (AA-/Stable/A-1+), and
repayment and cancellation of SoftLayer Technologies' rated credit
facilities.


SPRINT NEXTEL: Preliminary Results of Cash and Stock Elections
--------------------------------------------------------------
Sprint Nextel Corporation and SoftBank Corp. announced the
preliminary results of elections made by Sprint shareholders
regarding their preferences as to the form of merger consideration
they will receive in connection with the pending transaction
between Sprint and SoftBank.  The deadline for Sprint shareholders
to have made elections in connection with the transaction was 5:00
p.m., New York time, on July 5, 2013.

Of the 3,026,063,027 shares of Sprint common stock outstanding as
of July 5, 2013, holders of:

   * 79,708,999 shares, or approximately 3 percent of outstanding
     shares, elected to receive shares of Sprint Corporation
     common stock;

   * 1,607,839,145 shares, or approximately 53 percent of
     outstanding shares, elected to receive cash; and

   * 1,338,514,883 shares, or approximately 44 percent of
     outstanding shares, made no election and therefore will be
     deemed to have elected to receive cash.

The allocation of the merger consideration will be computed using
the formula set forth in that certain Agreement and Plan of
Merger, dated as of Oct. 15, 2012, as subsequently amended, by and
among Sprint, SoftBank and its direct and indirect wholly owned
subsidiaries, Starburst I, Inc., Starburst II, Inc., and Starburst
III, Inc.

Elections to receive cash or stock consideration made by Sprint
shareholders are subject to proration.  Proration is required if
either the available cash consideration ($16,640,000,000) or the
available New Sprint common stock consideration is oversubscribed.
As a result of the elections, the available cash consideration has
been oversubscribed.  Accordingly, each share of Sprint common
stock for which a stock election was made will be converted into
the right to receive one share of New Sprint common stock, and
each share of Sprint common stock for which a cash election (or no
election) was made will be converted into the right to receive a
combination of cash and shares of New Sprint common stock.

Based on the number of shares of Sprint common stock outstanding
as of July 5, 2013, each share of Sprint common stock for which a
cash election (or no election) was made will be converted into the
right to receive approximately $5.647658 in cash and 0.26174408
shares of New Sprint common stock (subject to adjustment based on
changes in the number of outstanding shares of Sprint common stock
between July 5 and the closing of the merger).

Sprint and SoftBank currently expect to close the merger on
July 10, 2013, effective after the close of trading that day.

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STX PAN OCEAN: Given Preliminary Chapter 15 Relief
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that STX Pan Ocean Co., the largest commodities carrier in
South Korea, filed a petition for Chapter 15 protection on June 20
and last week won preliminary sanctuary from creditor actions in
the U.S.

According to the report, there will be a hearing in U.S.
Bankruptcy Court in New York on July 10 for final recognition of
the court in Korea as having primary responsibility for STX's
bankruptcy.  If approved, creditor actions in the U.S. will be
halted permanently, and the Korean court will be responsible for
collecting assets, reorganizing the company and making
distributions to creditors.

The report notes that until then, the bankruptcy judge barred
creditors from taking action in the U.S. against STX or its
assets.  Any vessels arrested in the U.S. will remain under
seizure unless STX pays whatever is necessary to satisfy the
unpaid debt.

The report discloses that in the Korean proceedings, the intention
is for creditors to exchange debt for stock, according to Cho
Byoung Hee, an analyst at Kiwoom Securities Co. in Seoul.
Attachments to the petition listed assets of 6.88 trillion won
($5.59 billion) and debt totaling 5.01 trillion won.

                        About STX Pan Ocean

STX Pan Ocean Co. Ltd., the largest commodities carrier in South
Korea, filed a petition in New York on June 20, 2013, for
protection from creditors under Chapter 15 (Bankr. S.D.N.Y.
Case No. 13-12046).

The Debtor is seeking recognition of the company's bankruptcy
rehabilitation begun on June 7 in a court in Seoul.  The petition
was signed by You Sik Kim and Chun Il Yu, as the Seoul court
appointed administrators of STX.  Blank Rome LLP serves as U.S.
counsel for the administrators.  The bankruptcy was the result of
a decision by Korea Development Bank, the largest creditor and
second-biggest shareholder, not to buy the company.

The company disclosed assets of 6.88 trillion won ($5.59 billion)
and debt totaling 5.01 trillion won.


SYNAGRO TECHNOLOGIES: EQT to Buy Assets Through Chapter 11 Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Synagro Technologies Inc. changed course and decided
to transfer ownership to purchaser EQT Partners AB by confirming a
Chapter 11 reorganization plan that was filed on July 3 along with
an explanatory disclosure statement.

According to the report, previously, Synagro intended to sell the
business outright to EQT and not in conjunction with a plan.  EQT
was under contract to buy the business for an increased price of
$460 million to resolve an objection to sale procedures raised by
American Securities Opportunities Advisors LLC, one of the
company's senior and junior lenders.  The new contract where EQT
will assume stock ownership through the plan is valued at $480
million, including $465 million in cash.

There will be a hearing on July 18 in U.S. Bankruptcy Court in
Delaware for approval of the disclosure statement.  By acquiring
Synagro's stock rather than assets, EQT won't be required to run
the gauntlet of having contracts assigned, which in turn would
allow objection to the transfers from the contracting parties.
The $316 million in first-lien debt will be paid in full in cash.
Second-lien creditors, on account of their $45 million secured
claim, will recover about 95 percent.  Trade suppliers with as
much as $16 million in claims will be paid in full.

The report relates that general unsecured creditors are being
offered a $50,000 cash pot and a sharing in proceeds from
lawsuits, for a recovery of as much as 10 percent.  Second-lien
creditors will share in lawsuit recoveries on account of their
deficiency claims.

                           About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.


TAKEHIKO MURAKAMI: Japanese Insolvency Proceeding Recognized in US
------------------------------------------------------------------
The District Court of Guam recognized the Japanese insolvency
proceeding of Takehiko Murakami pending in Tokyo as a "foreign
main" proceeding pursuant to Section 1517 of the Bankruptcy Code.
The case is pending in the Tokyo District Court.

Shin Ueda is the duly appointed bankruptcy trustee in the Japanese
insolvency proceeding.

In a June 5 order, the Guam Court held that the foreign
representative is authorized to seek the relief provided for in
11 U.S.C. Section 1519, 1520 and 1521, including but not limited
to taking title to and conveying any and all property owned by
Murakami and located in the United States, and for such other and
further relief provided for in Chapter 15 of the Bankruptcy Code.

Tokyo, Japan-based Takehiko Murakami filed for Chapter 15
protection (Bankr. D. Guam Case No. 13-00020) on March 15, 2013.

Donald V. Calvo, Esq. -- dcalvo@carlsmith.com -- at Carlsmith Ball
LLP, represents the foreign representative.


TCI COURTYARD: Plan Confirmation Denied, Ch. 11 Case Dismissed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, denied confirmation of TCI Courtyard, Inc.'s
Amended Plan of Reorganization and sustained the objection raised
by Wells Fargo Bank, N.A., f/k/a Wells Fargo Bank Minnesota, N.A.,
as Trustee for the Registered Holders of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2001-C1.

The Court also entered a separate order dismissing, without
prejudice, the Debtor's Chapter 11 case.

As previously reported by The Troubled Company Reporter, the Court
in February entered an order denying, without prejudice, the
motion filed by the Trust seeking dismissal of the Debtor's
Chapter 11 case.  The Court ordered, among other things, that the
Debtor must have a plan of reorganization confirmed on or before
April 19, 2013, which was extended until June 13, 2013.  The Court
also ordered that if the Debtor fails to confirm a plan of
reorganization on or before the deadline, the Debtor's bankruptcy
case will be dismissed, with prejudice to re-filing for 180 days.

Eric Liepins, Esq., at Eric Liepins, P.C., in Dallas, Texas,
serves as attorney for the Debtor.

Brent W. Procida, Esq., at VENABLE LLP, in Baltimore, Maryland,
and Susan B. Hersh, Esq. -- Susan@susanbhershpc.com -- at SUSAN B.
HERSH, P.C., in Dallas, Texas, serve as attorney for the Trust.

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled $13,790,254 in assets and $15,964,116 in
liabilities.  The petition was signed by Steven Shelley, vice
president.

The Debtor owns a 200-unit apartment in Holland, Ohio known as
Quail Hollow at the Lakes.

According to the Troubled Company Reporter's records, TCI
Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 11-34977) on Aug. 1, 2011.  The Liepins firm also served
as counsel in the previous case.  The Debtor estimated assets of
up to $10 million and debts of up to $50 million in the 2011
petition.


TPO HESS: Holdings Inc. Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
TPO Hess Holdings, Inc. filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $87,291,758
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $169
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      Undetermined
                                  -----------     -----------
        TOTAL                              $0     $87,292,096

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

                      About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TPO HESS: Intermediate Holdings I Files Schedules
-------------------------------------------------
TPO Hess Intermediate Holdings I, Inc. filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $87,291,758
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                  -----------     -----------
        TOTAL                              $0     $87,291,758

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

                      About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TPO HESS: Intermediate Holdings II Files Schedules
--------------------------------------------------
TPO Hess Intermediate Holdings II, Inc. filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $87,291,758
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                  -----------     -----------
        TOTAL                              $0     $87,291,758

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

                          About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TRIAD GUARANTY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,323,793
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                  -----------     -----------
        TOTAL                      $1,323,793              $0

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

                      About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


TYCO INTERNATIONAL: Moody's Ratings Unaffected by IRS Def. Notice
-----------------------------------------------------------------
The IRS's claim against Tyco International Ltd. and former
subsidiaries Covidien plc. and TE Connectivity Ltd will have no
immediate effect on the companies' ratings, Moody's Investors'
Service says in a new report, "Recent Tyco Legacy Tax
Developments." Nonetheless, the potential for a sizable payment in
the future looms over the three firms, and could limit their
financial flexibility.

The IRS's recent notice of deficiency outlines $1.067 billion in
potential liabilities related to 1997-2000 (before any applicable
interest, which could be sizable). Although the companies had
agreed to share prior tax liabilities before their separation in
2007, each is liable for the whole in the event that the others
default. Tyco has contested the claim.

"Each of the entities has anticipated a sizable settlement with
the IRS and believes it has established sufficient reserves," says
Vice President -- Senior Analyst, Matthew Jones. "In addition, the
issue could take several years to resolve, giving the companies
ample time to adjust their liquidity, if necessary, to finance any
settlement."

While the amounts of any final settlements remain unknown, if the
companies' reserve estimates or the IRS claims are treated as
debt, Moody's analysis shows that the companies' credit metrics
would be moderately impaired by potential tax liabilities.

Nonetheless, pre-separation legal and tax contingencies have been
a rating consideration since the 2007 separation was first
proposed, Jones says. So although a large settlement could
establish negative ratings pressure if a company did not plan for
the contingency, there is no current effect on the companies'
ratings. If the settlements were paired with debt-funded
acquisitions or share repurchases, however, negative ratings
pressure could develop.

In the event that all or part of the present claims are upheld,
the principles established in the settlement could form the basis
of claims for subsequent periods, Moody's notes. Along with any
penalties and interest, these could be substantially larger than
those outlined in the recent 8Ks.


UNIFIED 2020: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Unified 2020 Realty Partners, LP, filed with the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $105,000,000
  B. Personal Property          $175,178,409
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,855,354
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,523,617
                                 ------------     -----------
        TOTAL                    $280,178,409     $46,378,972

A copy of the schedules is available for free at
http://bankrupt.com/misc/UNIFIED_2020_sal.pdf

                      About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Kerry S. Alleyne-Simmons, Esq., at Arthur Ungerman, in Dallas,
Texas, represents the Debtor.  Peter C. Lewis, Esq., and Jacob W.
Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent
United Central Bank.


UPH HOLDINGS: Brown Firm Approved to Handle Sales Tax Litigation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized UPH Holdings, Inc., et al., to employ The Brown Firm
PLLC as special counsel.

The firm would provide the Debtors with legal representation
respecting ongoing litigation in regarding nonpayment of sales tax
pending before the 261st Judicial District Court of Travis County,
Texas.  The Firm will coordinate its efforts with Debtors' general
bankruptcy counsel to prevent any duplication of effort to the
fullest extent possible, and thereby aid the Debtors in
effectuating a timely and cost effective reorganization.

The Debtors said the firm's employment is necessary and
appropriate to facilitate the orderly administration of the
bankruptcy estates.

The firm's customary fees and expenses incurred in connection with
this proposed representation are to be paid directly from the
Debtors' estates.

To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors or to the Debtors' bankruptcy
estates.

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on March
28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
disclosed $26,917,341 in assets and $19,705,805 in liabilities as
of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.


UPH HOLDINGS: Gets Final OK to Use Hercules Tech's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized, on a second amended final order, UPH Holdings, Inc.,
et al., to use cash collateral to continue their business
operations without interruption.

As of the Petition Date, the Debtors owed Hercules Technology II,
L.P., in the aggregate principal amount of not less than
$10,531,673, plus accrued and unpaid interest, attorneys' fees,
costs and expenses.

The Debtors would use the cash collateral to operate their
businesses.  The Debtor's use of cash collateral will terminate
upon the later of the effective date of any confirmed chapter 11
Plan in the cases and 120 days from the date of entry of the final
order, unless extended by a further order of the Court.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender adequate
protection liens on all owned or hereafter acquired property and
assets of the Debtors of any kind or nature, subject to carve out
on certain expenses.

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

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on March
28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
disclosed $26,917,341 in assets and $19,705,805 in liabilities as
of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.


UPH HOLDINGS: Jackson Walker Approved as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized UPH Holdings, Inc., et al., to employ Jackson Walker
L.L.P. as counsel.

The firm received a consultation retainer of $50,000 on March 21,
2013, and a pre-filing retainer of $150,000 for services performed
and to be performed in connection with and in contemplation of the
filing of the case.

The hourly rates of the firm's personnel are:

         Patricia B. Tomasco                   $575
         Jennifer F. Wertz                     $285
         Other Attorneys                     $190 - $650
         Legal Assistant                       $165

To the best of Debtors' knowledge, the firm has no interest
adverse to the Debtors or to the Debtors' bankruptcy estate.

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on March
28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
disclosed $26,917,341 in assets and $19,705,805 in liabilities as
of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.


UPH HOLDINGS: Q Advisors Approved as Financial Advisors
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized UPH Holdings, Inc., et al., to employ Q Advisors, LLC
as financial advisors.

Q Advisors will, among other things:

   a) prepare an offering presentation or other suitable
      offering materials for use in informing prospective
      purchasers about the Debtors;

   b) advise and assist the Debtors in preparation of a
      presentation which will be given by management to selected
      qualified prospective purchasers; and

   c) develop a plan for marketing the Debtors' businesses
      including the identification of and communication with
      potential qualified purchasers.

Q Advisors will be paid as:

   a) a monthly fee of $20,000 for the first three months of
      the engagement;

   b) such fee to reduce to $15,000 per month thereafter;

   c) a transaction fee in the amount equal to 2.75 percent
      of a sale/value of up to $12 million dollars; and

   d) 5.5 percent of the sale/value of greater than $12 million.

In the event that the Telecom Sale transaction is consummated,
100 percent of the monthly fees paid will be credited against the
transaction fees. In addition, Q Advisors is entitled to a minimum
cumulative Sales Fee of $375,000.

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

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on March
28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
disclosed $26,917,341 in assets and $19,705,805 in liabilities as
of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.


VERASUN ENERGY: Court Tosses Clawback Suit Against West Plains
--------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the request of
West Plains Company to dismiss a lawsuit initiated by reorganized
VeraSun Energy Corporation.  West Plains argues that the Court
lacks subject matter jurisdiction over this non-core proceeding
and does not have personal jurisdiction over the Defendant.

The Reorganized Debtors initiated the adversary action against
West Plains to recover prepetition debts allegedly owed to the
Debtors.  Specifically, the Plaintiffs seek to recover $991,720
plus interest and costs from West Plains which the Plaintiffs
allege West Plains has failed to remit.  The Complaint alleges
that the amount owed is a matured debt, and West Plains' failure
to pay constitutes a breach of contract.  The Debtors also seek
turnover of the amounts owed.

West Plains moves to dismiss the Complaint in its entirety
pursuant to Fed R. Bank. P. 7012 and Fed. R. Civ. P. 12(b), or
alternatively, to transfer pursuant to 28 U.S.C. Sections 1404(a)
and 1412, to a more convenient forum, specifically the U.S.
District Court for the District of Nebraska.

The case is, VeraSun Energy Corporation, et al., Plaintiffs, v.
West Plains Company, Defendant, Adv. Proc. No. 11-53143 (Bankr. D.
Del.).  A copy of the Court's June 28, 2013 Opinion is available
at http://is.gd/TOXdXTfrom Leagle.com.

The Rosner Law Group LLC's Frederick B. Rosner, Esq., Scott J.
Leonhardt, Esq., in Wilmington; and SilvermanAcampora LLP's Lon J.
Seidman, Esq. -- LSeidman@SilvermanAcampora.com -- in Jericho, New
York, represent the Reorganized Debtors.

Klehr Harrison Harvey Branzburg LLP's Domenic E. Pacitti, Esq.;
and Husch Blackwell LLP's Robert V. Ginn, Esq., and Michael S.
Degan, Esq. -- mike.degan@huschblackwell.com -- in Omaha, argue
for West Plains Company.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produced and
marketed ethanol and distillers grains.  Founded in 2001, the
company had a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on Oct. 31, 2008 (Bankr. D. Del. Lead Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, represented
the Debtors in their restructuring efforts.  AlixPartners LLP
served as their restructuring advisor.  Rothschild Inc. served as
their investment banker and Sitrick & Company as their
communication agent.  Kurtzman Carson Consultants LLC served as
claims, noticing and balloting agent.  The Debtors' total assets
as of June 30, 2008, was $3,452,985,000 and their total debts as
of June 30, 2008, was $1,913,214,000.

On April 1, 2009, VeraSun closed the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and
$55 million for the Albion facility.

VeraSun also completed on April 9, 2009, the sale to AgStar
Financial Services PCA of substantially all of the assets relating
to the company's production facilities in Dyersville, Iowa;
Hankinson, North Dakota; Janesville, Minnesota; Central City and
Ord, Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on Oct. 23, 2009, the Chapter 11
Plan of Liquidation filed by VeraSun and its affiliates.


VTE PHILADELPHIA: U.S. Bank Wins Dismissal of Case
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed the Chapter 11 case of VTE Philadelphia, LP, at the
behest of U.S. Bank National Association.

The Bank renewed its motion for an order lifting or modifying the
automatic stay in the Debtor's case, or in the alternative,
dismissing the Debtor's case.

As reported by the Troubled Company Reporter on May 17, 2013, the
Court provisionally denied U.S. Bank's motion for relief of
automatic stay.  The Court said U.S. Bank may renew the motion
upon (i) any failure of the Debtor to timely pay all taxes on the
property, as and when due, and particularly if U.S. Bank decides
to protect its position by paying the taxes; and (ii) upon any
failure of the Debtor to file a plan of reorganization, which has
a reasonable possibility of a successful reorganization within a
reasonable time, by June 17.

The Debtor had asked the Court to deny U.S. Bank's motion for stay
relief or case dismissal.  In court papers filed March 12, the
Debtor said that, to keep the automatic stay in place to allow
additional time to reorganize, it is prepared to pay U.S. Bank
monthly interest payments at the applicable non-default contract
rate of interest on the value of U.S. Bank's interest in the
property.

As additional adequate security, the Debtor obtained until
Dec. 20, 2013, commercial general liability insurance on the
property in the amount of $2,000,000.

                      About VTE Philadelphia

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.

Alex Spizz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.
represented the Debtor as counsel.


WILLBROS GROUP: Launches Refinancing of Outstanding Term Loan
-------------------------------------------------------------
Willbros Group, Inc., on July 8 disclosed that it will pursue a
refinancing of its outstanding term loan and revolving credit
facilities.  The Company expects the refinancing to enable it to
borrow new funds at a lower interest rate, to extend the maturity
of its debt to 2018 and to increase its flexibility under its loan
covenants.

The Company is seeking to arrange a $250 million, six-year senior
secured term loan credit facility.  The Company intends to use the
net proceeds from the new term loan to repay all indebtedness
under the Company's existing credit facilities and for general
corporate purposes.  In addition to the new term loan, the Company
expects to enter into a $150 million, five-year asset-based
revolving credit facility.  The revolver will be unfunded at
close.

J.P. Morgan Securities LLC will act as sole lead arranger and
bookrunner for the new senior secured term loan.  Bank of America,
N.A. will act as sole administrative agent and collateral agent
and Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole
lead arranger and sole book manager for the $150 million asset-
based revolving credit facility.

The Company believes it has identified the causes for and has
completed the appropriate actions to contain the losses in its
regional oil and gas operations; however, it now expects an
operating loss from continuing operations on a consolidated basis
in the second quarter 2013 to range from $4.0 million to $7.0
million.  Results from the regional delivery business are expected
to improve slightly in the second quarter relative to the
$16.2 million operating loss generated by that business in the
first quarter of 2013.  The Company is making solid progress on
management and process improvements and believes that the recent
changes in the Oil & Gas and Regions' leadership, improvements
made in our estimating process and project management, and the
short duration of the underperforming projects in the regional
delivery business, which were essentially complete at June 30,
2013, should return the business' project operations to
profitability in the short term.  The Company continues to
exercise patience and discipline with respect to the acquisition
of new work in the regions and in its cross-country pipeline
construction business where multiple opportunities are still
available for execution in 2013.  Aside from these two businesses
in the Oil & Gas segment, the Company's remaining continuing
operations are currently performing to plan and are on track to
meet annual revenue and profit expectations.  The Company
continues to expect revenue for the full year 2013 to be in the
range of $1.9 billion to $2.1 billion.

Our expected operating results for the second quarter 2013 are
preliminary estimates since we have not yet closed our books for
the second quarter.  In addition, our independent registered
public accounting firm has not completed its review of our results
for the second quarter. Our actual results for the second quarter
may differ materially from these estimates due to the completion
of our final closing procedures, final adjustments and other
developments that may arise between now and the time our results
for the second quarter are finalized.

The following unaudited tables are included to provide details on
the results we expect to report when we retrospectively adjust the
periods presented to give effect to the segment changes and the
sale of Oman.  To the extent this information is audited, our
audited results, when reported, may differ materially from this
information.

Willbros -- http://www.willbros.com-- is a specialty energy
infrastructure contractor serving the oil, gas, refining,
petrochemical and power industries.  The company's offerings
include engineering, procurement and construction (either
individually or as an integrated EPC service offering),
turnarounds, maintenance, facilities development and operations
services.


WILLBROS GROUP: New $250MM Term Loan Gets Moody's Caa1 Rating
-------------------------------------------------------------
Moody's Investors Service changed Willbros outlook to stable from
negative and raised its speculative grade liquidity rating to SGL-
3 from SGL-4 to reflect the improved liquidity and debt maturity
profile that is expected to result from the company's proposed
refinancing of its revolving credit facility and term loan.

Moody's assigned a B1 rating to the company's proposed $150
million asset-based revolving credit facility and a Caa1 rating to
its proposed $250 million term loan B. Moody's affirmed Willbros
B3 corporate family rating and raised the company's probability of
default rating to PD-B3 from PD-Caa1 since the company will no
longer have only first lien debt.

The following ratings were assigned:

  $150 million asset-based revolving credit facility B1 (LGD 2,
  24%);

  $250 million term loan Caa1 (LGD 4, 63%);

Ratings Rationale:

Willbros' B3 corporate family rating reflects its small size, poor
margins, weak short-term backlog, exposure to highly competitive
and cyclical end markets and track record of inconsistent project
execution. The company continues to struggle to generate
consistent profitability and has very weak EBITA margins due to
the competitive nature of the engineering and construction
industry, periodic execution and productivity issues and its
inability to effectively execute its growth strategy. As a result,
the company's EBITA margins have ranged from 0.4% to 4.0% over the
past four years.

Willbros rating is supported by its moderate leverage, segment
diversity, exposure to end markets with positive long-term
prospects and the significantly improved debt maturity and
liquidity profile that is expected to result from the proposed
refinancing. The proposed $150 million asset-based revolving
credit facility due 2018 and the $250 million term loan due 2019
will replace the company's current revolver and term loan. The
company's current revolver stepped down to $115 million from $175
million on July 1, 2013 and the revolver and the existing $189
million term loan both have a maturity date of June 30, 2014.
Therefore, the company will be extending its closest debt maturity
by four years and significantly improving its liquidity position.
The company had $58 million of liquidity consisting of about $10
million in cash and $48 million of borrowing availability at March
31, 2013. Willbros is expected to have pro forma liquidity of
approximately $150 million including about $50 million in cash and
approximately $100 million of availability on the new revolver.
The improved pro forma liquidity was the catalyst for the change
in the speculative grade liquidity rating to SGL-3.

The new revolver will have a first priority security interest in
all assets except real property, machinery and equipment and a
second priority lien on those assets. The revolver is rated B1,
two notches above the corporate family rating due to its first
priority lien on the more liquid and sizeable receivables ($389
million at 3/31/13) of the company. The term loan B will have a
first priority lien on all assets not included in the ABL revolver
borrowing base and a second priority lien on the ABL collateral.
The term loan is rated Caa1 due to its second lien status on the
company's receivables and the low level of net property plant and
equipment ($120 million at 3/31/13) that provide the first
priority collateral for the term loan.

Pro forma including the proposed refinancing, Willbros leverage
ratio (Debt/EBITDA) will be approximately 3.5x and its interest
coverage ratio (EBITA/Interest) about 1.5x on a Moody's adjusted
basis. Moody's expects the company to produce relatively stable
operating results over the next 12 to 18 months as losses in the
oil & gas segment related to the company's regional growth
strategy are offset by improved profitability in the company's
other segments driven by gradually improving end market demand.
This should result in EBITA staying relatively flat with its
trailing twelve month level of about $60 million on a Moody's
adjusted basis. If the company can maintain this level of
profitability and complete the sale of its Hawkeye subsidiary,
then its leverage and interest coverage ratios should remain
relatively stable. Therefore, the company will continue to have a
moderate amount of leverage and ample interest coverage for its
rating category. However, Moody's believes there could be downside
risk to its projection based on the company's history of
aggressive bidding and inconsistent project execution and since
the company has a relatively low short term backlog of orders.

Willbros stable outlook presumes it will complete the proposed
refinancing. It also assumes the company's operating results will
remain stable over the next 12 to 18 months and result in stable
credit metrics. It also assumes the company will carefully balance
its leverage with its growth strategy.

Willbros ratings could experience upward pressure should the
company complete the proposed refinancing, significantly increase
its liquidity, extend its debt maturities, grow its backlog of
orders and sustain adjusted leverage below 4.5x and interest
coverage above 2.0x.

Downward rating action could occur if Willbros is unable to
complete the proposed refinancing in a timely manner, liquidity is
reduced or the company does not maintain compliance with its bank
covenants. Downward rating pressure could also develop if the
company sustained its adjusted leverage above 5.5x or its interest
coverage below 1.0x.

The principal methodology used in this rating was the Global
Construction Industry Methodology published in November 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.

Willbros United States Holdings, Inc. is a wholly-owned subsidiary
of publicly traded Willbros Group, Inc. and is headquartered in
Houston, Texas. The company provides engineering and construction
(E&C) services to the oil, gas and power industries primarily in
North America. Willbros reports its results in three segments: Oil
& Gas (63% of revenues; 27% of backlog) is focused on the U.S.
market and specializes in pipelines and associated facilities and
provides maintenance and turnaround services for refineries;
Utility T&D (26%; 57%) provides end-to-end infrastructure
construction services, primarily for the electric and natural gas
utility end-markets; and Canada (11%; 16%) provides E&C services
to the oil sands industry. Willbros' revenue for the 12 months
ending March 31, 2013 was $2.1 billion and its backlog totaled
$2.0 billion, of which $880 million was expected to be realized
over the next twelve months. Approximately 80% of Willbros'
backlog is in the US and 20% in Canada.


WILLBROS GROUP: S&P Rates $250MM Sr. Secured Loan 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
and '4' recovery rating to Houston-based engineering and
construction company Willbros Group Inc.'s proposed
$250 million senior secured term loan due 2019.  Willbros Group
Inc. is the borrower.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.  The company has indicated that it will use the
net proceeds from the proposed term loan to repay all of its
existing debt.

Upon completion of the proposed refinancing plan, S&P intends to
revise its outlook to stable because the extant negative outlook
reflects its view that the company's upcoming maturities are a
substantial risk, and the proposed financing would address this
risk.

RATINGS LIST

Willbros Group Inc.
Corporate Credit Rating                          B-/Negative/--

New Ratings
Willbros Group Inc.
Senior Secured
  $250 mil sr secd term loan due 2019             B-
   Recovery Rating                                4


WORLDWIDE ENERGY: Files for Bankruptcy Amid Lawsuit
---------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that San
Francisco-based Worldwide Energy & Manufacturing USA Inc., which
makes solar panel products and other parts in China, filed for
bankruptcy on Friday after shareholders sued the company, claiming
they weren't told about an important ownership deal with its
founder.

Worldwide Energy & Manufacturing USA, Inc., headquartered in South
San Francisco, California with manufacturing facilities in China,
is a manufacturer of photovoltaic (PV) solar modules under the
'Amerisolar' brand.  Founded in 1993, the Company sells its
products primarily to clients in Europe, North America and Asia.
The Company also operates several subsidiaries in the People's
Republic of China (PRC) that provide mechanical, electronic and
fiber optic products manufacturing.  For more information about
Worldwide Energy & Manufacturing USA, please visit its Web site at
http://www.wwmusa.com.


YBA NINETEEN: District Court Flips Lift Stay Ruling
---------------------------------------------------
District Judge William Q. Hayes directed a San Diego bankruptcy
court to reconsider its prior order lifting the automatic stay in
the Chapter 11 case of YBA Nineteen LLC to allow IndyMac Venture
LLC to commence foreclose on YBA's real property commonly known as
5955 La Jolla Corona Dr., La Jolla, California.

At the time the petition was filed, a non-judicial foreclosure
sale of the Property was scheduled for Feb. 1, 2013.  The
foreclosure sale was postponed due to YBA's bankruptcy filing.

In the schedules, YBA stated that IndyMac had a secured claim on
the Property of $3,810,518.

On April 10, 2013, IndyMac filed a Motion for Relief from
Automatic Stay.  IndyMac stated that relief should be granted
because IndyMac's interest in the Property is not adequately
protected; YBA has no equity in the Property; "Debtor's failure to
abate water intrusion results in continuing damage to collateral";
and "[b]ad faith filing arising from unauthorized prepetition
transfers of property into single purpose entity."

The case is YBA NINETEEN, LLC, Appellant, v. INDYMAC VENTURE, LLC,
Appellee, Civil No. 13cv1326-WQH-RBB (Bankr. S.D. Calif.).  A copy
of the Court's June 28, 2013 Order is available at
http://is.gd/sj67k6from Leagle.com.

IndyMac Venture, LLC, is represented by Lewis Raymond Landau,
Esq., at Horgan, Rosen, Beckham & Coren, LLP.

YBA Nineteen LLC, a California LLC, based in La Jolla, filed the
chapter 11 bankruptcy petition (Bankr. S.D. Calif. 13-00968) in
San Diego, on Jan. 31, 2013.  John L. Smaha, Esq., at Smaha Law
Group, APC, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled assets of $4,005,849 and liabilities of
$6,910,436.  The Company's list of its 10 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-00968.pdf The petition was signed
by Kamran Banayan, manager.


ZACKY FARMS: Settles Rival's Trademark Claims
---------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that a California
bankruptcy court approved a deal worth more than $2 million
between Foster Poultry Farms and debtor Zacky Farms LLC, ending a
case accusing Zacky of flouting a trademark agreement and engaging
in unfair competition by selling chicken under the Zacky Farms
name after Foster purchased the farm.

According to the report, under the settlement greenlighted by U.S.
Bankruptcy Judge Thomas Holman, Zacky Farms will pay Foster Farms
an administrative claim of more than $1.2 million.  Foster will
also receive an additional unsecured claim of $937,396, the report
added.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* Fitch Sees Stable Outlook For N. American Thermal Projects
-------------------------------------------------------------
The Outlook for North American thermal power and oil & gas
infrastructure projects is Stable, with a mixed outlook for
renewable energy projects according to Fitch Ratings, which is
conducting a mid-year review of its sector outlooks.

Approximately 84% of current North American energy project Rating
Outlooks are Stable or Positive and reflect mostly contracted
revenue streams mitigating price and volume risk. However,
exposure to merchant market energy and fuel price risks increases
cash flow uncertainty, in some cases resulting in Negative
Outlooks.

Fitch views the thermal power sector as Stable due to fixed-price
revenue agreements in place for the majority of Fitch's thermal
power portfolio. Similarly, the Outlook for oil & gas projects is
Stable due to strong demand and prices.

The Outlook for the renewable energy sector has been revised to
Stable/Negative, reflecting a portfolio of projects that largely
benefits from long-term revenue contracts, but includes varying
levels of exposure to market price risk.

Outlooks could change if energy price volatility decreases cash
flows for projects exposed to market conditions, or conversely, if
cash flows improve due to increased market demand and higher
energy and natural gas prices. The impact of new and pending
environmental laws remains uncertain. Outlooks on certain
renewable energy projects could improve to Stable if recent
transmission congestion issues are mitigated by the systems
upgrades currently underway.


* Moody's: Life Insurers' Credit Losses Back to Historical Levels
-----------------------------------------------------------------
US life insurance companies' statutory investment credit losses
have continued to decline and have returned to historical norms,
driven by the relatively benign credit market conditions, says
Moody's Investors Service in its new special comment "US Life
Insurers' Credit Losses Return to Long-Term Historical Levels in
2012."

Overall investment credit losses in 2013 are expected to remain at
similar levels as 2012, consistent with long-term historical
averages (20-25 basis points (bps) of fixed income assets), says
Moody's. The new report analyzes the realized investment losses of
US life insurers' bond and commercial mortgage loan (CML) holdings
in 2012 and over the past five years.

"Over the past few years, US life insurers' investment portfolios
have become less of a credit concern," says Stefan
Kahandaliyanage, a Moody's Associate Analyst and co-author of the
report. "However, a number of factors could lead to greater losses
going forward, including fiscal tightening, weakness in Europe or
emerging market regions that dampen economic growth here, a rise
in unemployment, or a reversal in the housing recovery."

Moody's notes that on a statutory basis, rated life insurance
companies reported average pre-tax realized bond/preferred stock
credit losses in 2012 of 22 bps of fixed income invested assets
compared to 38 bps in 2011. Cumulative pre-tax realized
bond/preferred stock credit losses totaled about 3.5% of fixed
income invested assets over the period 2008-2012.

US life insurers reported pre-tax realized statutory investment
gains, including the decline in valuation reserve in 2012, of $136
million on their CML portfolios compared to pre-tax realized
losses of $26 million (1bp of CML book value outstanding) in 2011.
Cumulative CML losses totaled about 134 bps of CML book value over
the period 2008-2012, relatively modest compared to previous
commercial real estate downturns, says Moody's.


* June Commercial Bankruptcies Fewest Since February 2007
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcies of all types in the U.S. during June
were the second fewest this year.  To find a month with fewer
filings other than January requires going back to February 2007.

According to the report, the 500 company reorganizations in
Chapter 11 begun in June were the fewest since November 2007.
Commercial bankruptcies of all types are down even more.  The
3,500 business bankruptcies in June were the fewest since February
2007 and represented a decline of 26 percent compared with June
2012.  The 83,500 business and personal bankruptcies of all types
in June bring the total for the first half of the year to about
545,000, or 14 percent fewer than the same period in 2012,
according to data compiled from court records by Epiq Systems Inc.

The report notes that filings this year have been up and down
month by month.  June filings were 17.3 percent fewer than May and
19.5 percent less than June 2012.  Filings are down so far this
year in all 50 states.  The June statistics represents a "new
normal of reduced bankruptcies," Sam Gerdano, the executive
director of the American Bankruptcy Institute, said in a
statement.

The report discloses that states with the most bankruptcies in May
per capita were Tennessee, Georgia, and Alabama, the same as the
month before.  Early this year Georgia replaced Alabama in second
place.

Bankruptcies throughout the U.S. declined 14.1 percent in 2012,
totaling 1,185,000. In 2011, there were 1,380,000.  The 2011
bankruptcies represented an 11.7 percent decline from the 1.56
million in 2010, the most bankruptcies since the all-time record
of 2.1 million set in 2005.  In the last two weeks before the
bankruptcy laws tightened in 2005, 630,000 American sought
bankruptcy protection.


* LPS' May Mortgage Monitor Shows Record Drop in Delinquencies
--------------------------------------------------------------
The May Mortgage Monitor report released by Lender Processing
Services found that the national delinquency rate continued to
fall in May, marking the largest year-to-date drop since 2002.
Delinquencies are down more than 15 percent since the end of
December 2012, coming in at 6.08 percent for the month.  As LPS
Applied Analytics Senior Vice President Herb Blecher explained,
much of this improvement is supported by the fact that new problem
loan rates are approaching the pre-crisis average.

"Though they are still approximately 1.4 times what they were, on
average, during the 1995 to 2005 period, delinquencies have come
down significantly from their January 2010 peak," Mr. Blecher
said. "In large part, this is due to the continuing decline in new
problem loans -- as fewer problem loans are coming into the
system, the existing inventories are working their way through the
pipeline.  New problem loan rates are now at just 0.73 percent,
which is right about on par with the annual averages during 2005
and 2006, and extremely close to the 0.55 percent average for the
2000-2004 period preceding.

"As we've noted before," Mr. Blecher continued, "negative equity
appears to still be one of the strongest drivers of new problem
loans, and -- primarily buoyed by home price increases nationwide
-- that situation also continues to improve.  We looked once again
at the number of 'underwater' loans in the U.S., and found that
the total share of mortgages with LTVs of greater than 100 percent
had declined to just 7.3 million loans as of the end of the first
quarter of 2013.  This accounts for less than 15 percent of all
currently active loans and represents a nearly 50 percent year-
over-year decline."

Though recent volatility in mortgage loan interest rates are not
yet reflected in the data, the Mortgage Monitor did show that 2013
origination activity remained strong through April, with that
month's 835,000 new loans representing a 1.8 percent increase from
March and a 34.1 percent growth from the prior year.  The May data
also showed an increase in prepayment rates, indicating that
refinance activity, and likely associated originations, remained
strong despite that month's increased interest rates.  LPS will
continue to monitor the data to see what impact rate increases may
have on originations in the months to come.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.08%
Month-over-month change in delinquency rate: -2.11%
Total U.S. foreclosure presale inventory rate: 3.05%
Month-over-month change in foreclosure pre-sale inventory rate: -
3.91%
States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY
States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.  Totals are extrapolated
based on LPS Applied Analytics' loan-level database of mortgage
assets.

                  About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.  These integrated
solutions support origination, servicing, portfolio retention and
default servicing.  LPS' servicing solutions include MSP, the
industry's leading loan-servicing platform.  The company also
provides proprietary data and analytics for the mortgage, real
estate and capital markets industries. LPS is a Fortune 1000
company headquartered in Jacksonville, Fla., and employs
approximately 7,500 professionals.


* Local Rules Can't Allow Untimely Filing of Complaint
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
July 2 that even a local rule can't give a bankruptcy court
discretion to allow the late filing of a complaint objecting to
the dischargeability of a debt owing by a bankrupt.

According to the report, the lawyer for a creditor began the
process of filing a dischargeability complaint at 9:00 p.m. on the
last day for a timely filing.  Due to "technical problems with the
counsel's computer," the filing wasn't completed until 30 minutes
after the midnight deadline.  The bankruptcy court dismissed the
complaint.  On appeal, the district court ruled there was no
discretion to grant a retroactive extension of the deadline.

The report relates that the Ninth Circuit upheld the lower courts
in an opinion by Circuit Judge Sidney R. Thomas.  The mandatory
language of Bankruptcy Rule 4007(c) doesn't allow retroactive
discretion to allow a late filing, Judge Thomas said.  Any request
for an expansion of the deadline must be made before expiration,
according to the language of the rule.

The report discloses that the erstwhile plaintiff pointed to a
local court rule saying that someone whose electronic filing "is
untimely or otherwise improper may seek appropriate relief from
the bankruptcy court upon a showing of good cause or excusable
neglect."  Judge Thomas held that a local rule "cannot be applied
in a manner that conflicts with the federal rules."

The case is McClanahan v. Johnson, 11-16612, U.S. Ninth Circuit
Court of Appeals (San Francisco).


* Feds Seek 2 Years In Prison For Ex-Kirkland Partner's Fraud
-------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that ex-Kirkland & Ellis
LLP bankruptcy partner Theodore L. Freedman should spend 24 to 30
months in prison on tax fraud charges for not reporting $2.4
million in income, the U.S. Department of Justice told a New York
federal judge.

According to the report, Freedman, 65, pled guilty to four counts
of tax fraud in March. He had previously planned to use Asperger's
syndrome as a defense at trial to the charges on which he was
indicted in July 2011.

The case is USA v. Freedman, Case No. 1:11-cr-00599 (S.D.N.Y.).


* SAC's Cohen Said to Remain Under Investigation
------------------------------------------------
Patricia Hurtado & David Glovin, writing for Bloomberg News,
reported that SAC Capital Advisors LP founder Steven Cohen will
remain under federal investigation even if prosecutors miss a late
July deadline for charging him in the largest insider-trading case
in history, a person familiar with the probe said.

Cohen, 57, probably won't face charges over July 2008 trades
triggered by his then-portfolio manager Mathew Martoma, the Wall
Street Journal reported last week.

According to the report, Martoma is accused of recommending that
SAC sell shares of two drug companies, based on an illegal inside
tip he received.

The five-year statute of limitations deadline for prosecutors to
bring charges against Cohen for a series of trades sparked by
Martoma's tip expires July 29 at the latest, the report noted.
Prosecutors have insufficient evidence against Cohen to charge him
in that matter, WSJ said without identifying its sources.

Cohen, whose Stamford, Connecticut-based firm manages $15 billion,
isn't out of the woods legally should Martoma not say he has
evidence against his former boss or investigators not find
something incriminating by the end of the month, according to the
person, who asked not to be identified because of the confidential
nature of the investigation, the report related.

The Martoma transactions netted Cohen's firm $276 million,
according to Martoma's indictment, the report said.

The Martoma case is U.S. v. Martoma, 12-cr-00973, U.S. District
Court, Southern District of New York (Manhattan).


* Morgan Lewis Adds 8 Business & Restructuring Lawyers in Moscow
----------------------------------------------------------------
Morgan Lewis announced that a group of eight lawyers from the
international law firm of Gide Loyrette Nouell will join its
Business and Finance Practice, resident in Moscow. The group is
led by partners Grigory Marinichev -- the former head of the
Banking and Finance and Restructuring Practices at Gide -- and
Konstantin Kochetkov, a leading project finance lawyer. They will
be joined by six associates.

"Grigory and Konstantin's team of top-tier finance and corporate
transactional lawyers represent many large financial institutions
and corporate enterprises that are particularly active in Russia
and Europe," said Firm Chair Francis M. Milone. "The diversity of
their practice and client base offers attractive synergies with
our international presence and deep bench in related areas," he
added.

Mr. Marinichev launched the Banking and Finance Practice at his
former firm 10 years ago, and with Mr. Kochetkov, has built it
into a well-managed and high performing group. Mr. Marinichev's
practice focuses on structured finance and secured lending as well
as debt restructuring and insolvency matters for blue chip
borrowers, Russian and European lenders and debtors undergoing
liquidation or reorganization. He also counsels companies in a
variety of industries including metals and mining,
telecommunications, oil and gas, energy, and municipal
infrastructure.

Mr. Kochetkov advises clients on project finance transactions, as
well as on issues relating to pre-export finance, export finance,
restructuring, equity financing, and private equity transactions.

"This team's arrival offers us an opportunity to establish one of
the leading banking and finance practices in Russia and helps to
build out the firm's global restructuring capabilities," noted
Charles Engros, Leader of the Business and Finance Practice. "The
innovative counsel that they provide on cross-border banking,
lending and financing issues for companies in a number of
industries will prove invaluable to our wide array of clients.
Their practice also ties in well with our current emerging market
finance practice in London and the new finance team to be based in
Dubai," he said.

"We have always been proud of our uncompromising approach to
recruiting top talent in Moscow," said Oleg Berger, recruiting
partner for the Moscow office. "Grigory's and Konstantin's success
in assembling one of the most respected finance teams in the
market and their reputation for unyielding client service is
consistent with our approach and complements our already
formidable team in a key practice area."
The group joins a Business and Finance team that spans the United
States, Europe, and Asia, with more than 350 transactional lawyers
who focus on a wide variety of areas, including finance,
bankruptcy and restructuring, mergers and acquisitions, private
equity, and capital markets.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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
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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
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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                  *** End of Transmission ***