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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

              Tuesday, July 16, 2013, Vol. 17, No. 195

                            Headlines

AFA INVESTMENT: Cash Collateral Termination Date Tolled to Oct. 9
AGFEED USA: Files Chapter 11; Has $79MM Stalking Horse Offer
ALAMEDA INVESTMENTS: Trust Retains Interest Under Operating Deal
ALLIED SYSTEMS: Court Approves Aug. 14 Auction for Assets
ALLIED SYSTEMS: Yucaipa Seeks Review of Replacement DIP Order

ALLIED SYSTEMS: Taps PwC as Supplemental Financial Advisor
AMERICAN AIRLINES: Seeks to Expand Winstead's Employment
AMERICAN EQUITY: S&P Assigns 'BB+' Rating to $400MM 8-Yr. Debt
AMERICAN ORIENTAL: Continued Hearing on Plan Outline on July 29
AMERICAN ORIENTAL: Incurs $21.1-Mil. Net Loss in First Quarter

ANTIOCH COMPANY: GA Keen Okayed to Sell Yellow Springs Property
APPVION INC: S&P Withdraws 'CCC+' Rating on $200MM 2nd Lien Loan
BAJA BOATS: Pa. Court Affirms Ruling in Product Liability Suit
BENDER SHIPBUILDING: $1.2MM B&D Claim Not Entitled to Priority
BERNARD'S SALON: New Owners Take Over Following Bankruptcy

BEST BUY: S&P Assigns 'BB' Rating to $500M Senior Unsecured Notes
BRITESTARR HOMES: Not Implicated in Lewis Contract Breach Suit
BROOKE CORP: Suit v. Bucheli et al. Survives Dismissal Bid
CAPITOL BANCORP: Creditors Can't Sue Officers or Directors
CITIZENS DEVELOPMENT: Plan Disclosures Hearing Moved to Aug. 21

CLUBCORP CLUB: Moody's Keeps Ratings over Term Loan Changes, IPO
COMMERCIAL CAPITAL: Plan Confirmation Hearing Set for Aug. 6
COOPER-BOOTH: Cash Use Extended Through August
CORMEDIX INC: Has Until Oct. 20 to Regain NYSE Listing Compliance
DAYBREAK OIL: Incurs $686,000 Net Loss in First Quarter

DESARROLLADORA HOMEX: Defaults After Missing Interest Payment
DETROIT, MI: Manager Opens Negotiations With Pension Funds
DIGITAL ANGEL: Completes Exchange Agreement with VeriTeQ
DIJAN INC: Trial Court Ruling Against 2 Loan Guarantors Affirmed
DOCTORS COMMUNITY: Reese Hospital Sale Not "Fraudulent Transfer"

DYNEGY INC: NY Court Dismisses Appeal on 3rd Party Plan Releases
EDISON MISSION: Court of Appeals Affirms Dismissal of PSD Claims
EMMONS SHEEPSHEAD: Must Confirm Plan by July 31
EMMONS SHEEPSHEAD: Wolf Haldenstein OK'd as Real Estate Counsel
ENDICOTT INTERCONNECT: Circuit-Board Maker Files in Utica

EVERGREEN OIL: Again Amends Plan Outline; Aug. 14 Hearing Set
EVERGREEN OIL: Independent Tax Group Approved as Consultants
EVERGREEN OIL: Taps Rochester Wong as Special Labor Counsel
EVERGREEN OIL: Court Approves Revised Bid to Hire John Nash
EXIDE TECHNOLOGIES: Bankruptcy Professionals Hiring Approved

FLASHCOM INC: Court Enters Amended Ruling in Suit Against Sachs
FIRST PHILADELPHIA: Balks at Susquehanna Bank's Dismissal Bid
GMX RESOURCES: Expects to File Plan Following Auction Sale
HALLWOOD GROUP: Extends Deadline to File Proxy Statement
HALLWOOD GROUP: Hallwood Trust Held 65.7% Equity Stake at July 11

HARDAGE HOTEL: 2nd Amended Reorganization Plan Declared Effective
HEMCON MEDICAL: BofA Balks at Bonus Claims
HOSTESS BRANDS: Iconic Snack Cakes to Hit Shelves After Asset Sale
IGPS COMPANY: U.S. Trustee, Ex-CEO Say Auction Floor Too Low
JEFFERSON COUNTY: Bondholders Appeal Ruling on Attorneys' Fees

JERRY HERLING: Ruling in Dispute v. Wyoming Machinery Reversed
JETSTAR PARTNERS: Consummates Confirmed Plan, Wants Case Closed
JGKM ASSOCIATES: Involuntary Chapter 11 Case Summary
K-V PHARMACEUTICAL: Files New Plan for Subordinate Creditor Buyout
K-V PHARMACEUTICAL: DB Shares Down to 0.0013% as of June 6

KIT DIGITAL: Plan Support Agreement Approved
KIT DIGITAL: Creditors Oppose Plan Confirmation in August
KIT DIGITAL: Has Court Authority to Employ Bracewell, Jones Day
KIT DIGITAL: Creditors' Committee Taps Odyssey as Fin'l Advisor
KIT DIGITAL: Creditors' Committee Has Court Okay to Hire Cooley

KIT DIGITAL: Equity Committee Can Retain Brown Rudnick as Counsel
KIT DIGITAL: Equity Committee Taps FTI as Financial Advisor
KNOWLEDGE UNIVERSE: S&P Puts 'CCC' CCR on CreditWatch Positive
LEE'S FORD: Exclusive Plan Filing Date Extended Until Aug. 31
LEE'S FORD: Employs Smith Currie as Special Counsel

LOCATE MERGER: Moody's Assigns B3 CFR; Outlook Stable
LOCATION BASED TECHNOLOGIES: Incurs $3.1 Million Net Loss in Q3
LONE PINE: S&P Lowers Corporate Credit Rating to 'CCC-'
MERRIMACK PHARMACEUTICALS: Offering 5MM Shares & $125MM Notes
NAMCO LLC: Plan Confirmation Hearing Set for Aug. 1

NATIONAL ENVELOPE: Signs Up Support for $68MM DIP, Sale Plan
NATIONAL SURGICAL: S&P Assigns 'B' Rating to $187.5MM Sr. Facility
NAVISTAR INTERNATIONAL: GAMCO Held 6.5% Equity Stake at July 11
NEW ENERGY: Hearing Today to Approve Plan Outline
NICHOLAS HOLDINGS: Court Issues Opinion on Chapter 7 Conversion

NMP-GROUP: Bldg at Madison & 33rd Files Ch.11 to Stop Foreclosure
NORTEL NETWORKS: Fees to Be Reviewed by Court-Appointed Examiner
NORTH STAR CHARTERS: S&P Cuts Rating on 2009A, 2009B Bonds to C
OCALA FUNDING: Consummates Confirmed Chapter 11 Plan
ONCURE HOLDINGS: Withdraws Request to Employ CEO & Match Point

ORCHARD SUPPLY: Committee Says $176-Mil. Loan Not Needed
PLAYLOGIC ENTERTAINMENT: Suspending Filing of Reports with SEC
PMI GROUP: Justice Department Raises Solyndra Objections
PRO-PAC INC: 7th Cir. Flips Ruling Against WOW's Tort Liability
PROMOTORA DE INFORMACIONES: Spain's Media Giant Mulls Bankruptcy

READER'S DIGEST: Unit's Plan Filing Deadline Extended to July 17
RESERVES RESORT: Case Converted to Chapter 7 Amid Mismanagement
RESIDENTIAL CAPITAL: Abandoning 68 Acres of Land Near Jacksonville
ROGERS BANCSHARES: Section 341(a) Meeting Set on August 8
SAN BERNARDINO: Calpers Wants Tax Suit Dismissed

SAN DIEGO HOSPICE: Plan Confirmation Hearing on Sept. 4
SECURITY TECHNOLOGIES: Court Tosses Chapter 11 Case
SEVEN SEAS: $450MM Ship Contract No Impact on Moody's B2 CFR
SHILO INN: July 30 Hearing on Further Use of Lender's Collateral
SPRINGMORE II: George L. Lemon Approved as Bankruptcy Counsel

STRUTHERS INDUSTRIES: Owner's Failure to Pay IRS Claim Was Willful
STX PAN OCEAN: Wins Ch. 15 Recognition From U.S. Court
STX PAN OCEAN: Wins Creditor Protection in Australia
SUMMIT III: Case Converted to Chapter 7
SUNSTONE COMPONENTS: Pancon Pays 62% More to Win Auction

SUPERTEL HOSPITALITY: Gets Minimum Bid Price Non-Compliance Notice
T3 MOTION: To Seek Review of NYSE Delisting Determination
THORNBURG MORTGAGE: New Mexico Judge Trims SEC Suit Against D&Os
THQ INC: Subsidiaries Opposing Equitable Subordination
TIMOTHY BLIXSETH: Involuntary Bankruptcy Is Dismissed Again

TIMOTHY BLIXSETH: Seeks Damages over Montana Bankruptcy Suit
TPF GENERATION: S&P Assigns 'B+' Rating to $425MM 1st Lien Debt
TRANSGENOMIC INC: Ernst & Young Replaces McGladrey as Auditors
TRINITY BASIN: S&P Lowers Rating on School 2009A Bonds to 'BB+'
TRINITY COAL: Court Clears to Auction Its Assets on July 30

TURNBERRY/CENTRA: $50MM Vegas Casino Project Suit Kept Alive
US SILICA: S&P Assigns 'BB-' Rating to $425MM Sr. Secured Facility
VAUGHAN COMPANY: Court Rejects Suit Against Campbell Estate
VERMILLION INC: Registers 20.5 Million Common Shares
VPR OPERATING: Oil Company Seeks to Auction Assets Next Month

W/S PACKAGING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
WAGNER SQUARE: Chapter 11 Restructuring Closed
WEST DANIELS: Bankr. Court Confirms Trustee's Exit Plan
XCELL ENERGY: Chapter 11 Restructuring Dismissed in May

* Moody's Sees Robust Growth for US Self-Storage Sector
* 16 Senators Seek Inquiry of ATM-Style Pay Cards
* Bond Defaults Little Changed in 2013 Second Quarter
* Lawyers Propose Ice-Cube Bonds Amid Rise in Going-Concern Sales
* New Glass-Steagall Would Bar Terminating Swaps, Repos

* Cross-Border Swaps Deal to End U.S.-Europe Regulation Overlap
* UK Floats New Client Money Rules for Collapsed Firms

* Paul Giordano Among Florida Trend's Bankruptcy & Workout Elite

* 3rd Cir. Appoints Gregory Taddonio as W.D. Pa. Bankruptcy Judge
* 3rd Cir. Appoints Christine Gravelle as D.N.J. Bankruptcy Judge

* Large Companies With Insolvent Balance Sheets

                            *********

AFA INVESTMENT: Cash Collateral Termination Date Tolled to Oct. 9
-----------------------------------------------------------------
AFA Investment Inc., and its debtor affiliates, and the agent for
the second lien lenders notified the U.S. Bankruptcy Court for the
District of Delaware that they agreed to a further extension of
the termination date under the Interim Cash Collateral Order
through and including Oct. 9, 2013.

The Debtors are represented by Laura Davis Jones, Esq., Timothy P.
Cairns, Esq., and Peter J. Keane, Esq., at Pachulskj Stang Ziehl &
Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at
Jones Day, in San Francisco, California; and Jeffrey B. Ellman,
Esq., and Brett J. Berlin, Esq., at JONES DAY, in Atlanta,
Georgia.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AGFEED USA: Files Chapter 11; Has $79MM Stalking Horse Offer
------------------------------------------------------------
AgFeed USA LLC and parent company, AgFeed Industries Inc., filed
for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with plans to sell its U.S. operations, listing up
to $500 million in assets and up to $100 million in debt.

AgFeed, based in Hendersonville, Tenn., is a producer of hogs and
supplier of hog feed to China.  The Debtors are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor.

Bloomberg News' Tiffany Kary reports AgFeed cited a dispute with
Hormel Foods Corp. that led to a default on its debt.  AgFeed had
a disagreement with Hormel, which led to arbitration and a default
under one of its loan agreements, according to the filing.

Hormel is AgFeed's main U.S. customer, purchasing weanling pigs
and hogs from the Debtor.

Yogita Patel, writing for The Wall Street Journal, reports that
AgFeed filed for bankruptcy after agreeing to wind down its supply
contract with Hormel.

According to the Bloomberg report, AgFeed's Chief Restructuring
Officer Keith Maib said in court papers that a sale of all or
substantially all of the assets of AgFeed USA is the best way to
reorganize, and the company already has an offer for $79 million.
The Company plans to hold an auction to test for higher offers in
bankruptcy.  AgFeed operates through units in China and the
British Virgin Islands and has 21 commercial farms and five feed
mills that produce more than a quarter-million hogs a year,
according to the Court filing.

WSJ reports AgFeed has lined up a $79 million leading bid for most
of its U.S. assets from Maschhoffs LLC, a Carlyle, Ill., hog
production network, according to papers filed with the Bankruptcy
Court.  The offer, which is subject to court approval, would be
tested at a court-supervised auction.

The WSJ report says AgFeed is looking for a buyer for its Chinese
units, which aren't included in the U.S. bankruptcy case.


ALAMEDA INVESTMENTS: Trust Retains Interest Under Operating Deal
----------------------------------------------------------------
A California bankruptcy court entered an order on the Motion by
Alameda Liquidating Trust for Order Determining that Membership
Interest in West Lakeside LLC was Uneffected by Plan.  In a June
25, 2013 Memorandum Decision, Judge Peter H. Carroll concluded
that (1) the Operating Agreement executed by Alameda, Phoenix, LLC
and AKT Investments, Inc. -- for the development of a 33-acre
tract of land in Sacramento County, California -- is not an
executory contract nor was it rejected as an executory contract
under the Plan and Confirmation Order; (2) the Alameda Liquidating
Trust succeeded to Alameda's entire interest in West Lakeside
under the Operating Agreement as the estate representative under
the Plan and Confirmation Order; and (3) the Alameda Liquidating
Trust enjoys the same Alameda Membership Interest in West Lakeside
which Alameda had prior to bankruptcy.

On January 9, 2009, Alameda Investments, LLC filed a voluntary
Chapter 11 petition (Bankr. C.D. Calif., Case No. 6:09-BK-10348-
PC).  Alameda's case was jointly administered with the bankruptcy
case of Woodside Group, LLC and its affiliated entities.  On
November 24, 2009, Woodside filed its Second Amended Joint Plan of
Reorganization of Woodside Group, LLC and Affiliated Debtors, as
Modified on November 24, 2009.  Woodside's Plan was confirmed by
order entered on November 24, 2009 and became effective at the
close of business on December 31, 2009.


ALLIED SYSTEMS: Court Approves Aug. 14 Auction for Assets
---------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the bidding procedures governing the
proposed sale of all or substantially all of Allied Systems
Holdings, Inc., et al.'s assets.

All qualified bids must be received prior to Aug. 8, 2013.  The
agents for the prepetition first lien lenders are automatically
deemed to be a qualified bidder with a credit bid.

In the event that two or more qualified bids are received, an
auction will be held on Aug. 14, 2013, at 10:00 a.m. (prevailing
Eastern Time) at the offices of Richard, Layton and Finger, P.A.,
located at 920 N. King Street, in Wilmington, Delaware.

A sale hearing will be held on Aug. 22, 2013, at 2:00 p.m.
(prevailing Eastern Time).  Objections to the approval of the sale
must be served so as to be received on or before Aug. 15.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Yucaipa Seeks Review of Replacement DIP Order
-------------------------------------------------------------
Yucaipa American Alliance Fund I, L.P. and Yucaipa American
Alliance (Parallel) Fund I, L.P., filed a motion asking the U.S.
Bankruptcy Court for the District of Delaware to reconsider its
order authorizing Allied Systems Holdings, Inc., and its debtor
affiliates to obtain a replacement DIP financing.

According to Yucaipa, which holds $134.8 million in principal
amount of first lien debt and $20 million in principal amount of
second lien debt, the Court should reconsider its order because
the Debtors did not present any evidence -- and could not present
that evidence -- demonstrating that they met their burden of
providing adequate protection to non-consenting holders of
Prepetition First Lien Debt and Prepetition Second Lien Debt.

Yucaipa's counsel, Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, argued that the
Debtors failed to prove that the Prepetition First Lien Lenders
and Prepetition Second Lien Lenders -- Yucaipa included -- would
be adequately protected against the diminution in the value of the
Prepetition Lenders' collateral in light of the senior priming
liens granted in that collateral by the Replacement DIP Order.

Accordingly, the Replacement DIP Order contravenes the protections
afforded to Prepetition First Lien Lenders and Prepetition Second
Lien Lenders under Section 364 of the Bankruptcy Code and should
reconsidered and then reversed and/or modified, as applicable,
Yucaipa asserted.

A proposed hearing on the motion is scheduled for July 19, 2013,
at 10:00 a.m. (ET).  Proposed objection deadline is July 15.

Robert A. Klyman, Esq., and Russell F. Sauer, Jr., Esq., at LATHAM
& WATKINS LLP, in Los Angeles, California, also represent Yucaipa.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Taps PwC as Supplemental Financial Advisor
----------------------------------------------------------
Allied Systems Holdings, Inc., et al., filed an application
seeking authority from the U.S. Bankruptcy Court for the District
of Delaware to employ PricewaterhouseCoopers LLP as supplemental
financial advisor, to assist the Debtors (a) in the preparation of
a liquidation analysis and (b) in discussions with their various
creditors, creditor groups, official constituencies and other
interested parties, as the case may be.

As supplemental financial advisor, PwC will be paid at these
hourly rates:

      Professional Level               Range
      ------------------               -----
      Partner/Principal             $700 to $800
      Director/Senior Manager       $500 to $600
      Manager                       $400 to $500
      Senior Associate              $300 to $400
      Associate                     $200 to $300
      Para-professional             $100 to $150

PwC will receive reimbursement of reasonable out-of-pocket
expenses.

Perry Mandarino, a partner at PwC, assured the Court that it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

A hearing on the supplemental application will be held on Aug. 5,
2013, at 11:00 a.m. (EDT).

The employment application was filed by Mark D. Collins, Esq.,
Christopher M. Samis, Esq., and Marisa A. Terranova, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware; and
Jeffrey W. Kelley, Esq., and Ezra H. Cohen, Esq., at Troutman
Sanders LLP, in Atlanta, Georgia, on behalf of the Debtors.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Expand Winstead's Employment
--------------------------------------------------------
BankruptcyData reported that AMR filed with the U.S. Bankruptcy
Court  a motion to expand the scope of Winstead' s retention
(Contact: Phillip Lamberson) as corporate counsel to include
supplemental matters at the following hourly rates: shareholder
and counsel at $325 to $670, associate at $250 to $425 and
paraprofessional at $100 to $240.

Separately, the Company also filed a motion to retain Addleshaw
Goddard (Contact: Malcolm J. Pike) as special counsel at the
following hourly rates: partner at $450 to $635, counsel at $450
to $570, associate at $230 to $505 and paraprofessional at $165 to
$205, the report added.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN EQUITY: S&P Assigns 'BB+' Rating to $400MM 8-Yr. Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior unsecured debt rating to American Equity Investment Life
Holding Co.'s (AEL) proposed $400 million, eight-year senior
unsecured debt issue due in 2021.

"The 'BB+' senior unsecured debt rating reflects our 'BB+' long-
term counterparty credit rating on AEL. Because AEL intends to use
the issue proceeds to retire its existing 2029 and 2015
convertible debt, AEL's credit profile is minimally affected with
pro-forma financial leverage of 38% and fixed-charge coverage of
more than 5x. We forecast the resulting increase in debt double
leverage to be approximately $75 million-$85 million as of year-
end 2013.  We will deduct this amount from subsidiary total
adjusted capital in our capital model.  We expect the debt double
leverage to fall to minimal levels or be eliminated within
approximately two years as absolute capitalization increases and
does not affect our outlook on the ratings," S&P said.

RATINGS LIST

American Equity Investment Life Holding Co.
Counterparty Credit Rating                  BB+/Positive/--

New Rating
American Equity Investment Life Holding Co.
$400 mil. 8-year sr unsec debt due 2021     BB+


AMERICAN ORIENTAL: Continued Hearing on Plan Outline on July 29
---------------------------------------------------------------
A status hearing and continued Disclosure Statement hearing in the
Chapter 11 case of American Amex, Inc., will be held on July 29,
2013, at 1:30 p.m.  The hearing will be conducted via the
telephone.

As reported in the TCR on April 19, 2013, American Amex, Inc., has
filed a Disclosure Statement in support of its Plan of
Reorganization filed Jan. 30, 2013.

According to the Disclosure Statement, payments and distributions
under the Plan will be funded by the sale of the Buffalo Mine.
The Debtor plans to submit this sale for approval by the
Bankruptcy Court to the highest bidder, upon terms set forth in
the Plan.

Under the Plan, the proposed treatment for the various claims
against and interests in the Debtor are:

    * With respect to allowed secured claims, the Debtor says if
the value of the collateral or setoffs securing the creditor's
claim is less than the amount of the creditor's allowed claim, the
deficiency will be classified as a general unsecured claim.
The secured prepetition claims are those of Sable Palm
Development, Robert Hills, and Ray Weilage.

    * As an insider, Mr. Weilage's secured claim is subordinate
to those of Sable Palm and Hills.

    * Priority Claims, of which there are two potential claimants
-- the IRS and the Oregon Department of Revenue 00 will be paid
within 4 years of confirmation in equal installments with
interest.

    * As for general unsecured claims, the Debtor notes that its
assets, less the secured claim thereon, and based on the offers
pending, will allow a 100% payment to the holders of unsecured
claims.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/americanamex.doc119.pdf

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  Judge Randall
L. Dunn presides over the case.  The Law Offices of D. Blair Clark
PLLC has been tapped as counsel.  The Debtor disclosed $30 million
in assets and $10.5 million in liabilities as of the Chapter 11
filing.

According to the Debtor, it is the legal owner of a mine in Grant
County, Oregon, known historically as the "Buffalo Mine."


AMERICAN ORIENTAL: Incurs $21.1-Mil. Net Loss in First Quarter
--------------------------------------------------------------
American Oriental Bioengineering, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $21.1 million on
$21.0 million of revenues for the three months ended March 31,
2013, compared with a net loss of $17.2 million on $25.7 million
of revenues for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$423.7 million in total assets, $116.0 million in total
liabilities, and shareholders' equity of $307.7 million.

As reported in the TCR on June 14, 2013, Weinberg & Company, P.A.,
in Los Angeles, California, in their report on the Company's
financial statements for the year ended Dec. 31, 2012, raised
substantial doubt about American Oriental's ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses and utilized significant cash in
operations.  "In addition, at Dec. 31, 2012, the Company had a
working capital deficiency and its convertible notes were in
default."

A copy of the Form 10-Q is available at http://is.gd/8KDs9C

Beijing, China-based American Oriental Bioengineering, Inc., is a
fully integrated pharmaceutical company dedicated to improving
health through the development, manufacture, commercialization and
distribution of a broad range of pharmaceutical and healthcare
products in the People's Republic of China.


ANTIOCH COMPANY: GA Keen Okayed to Sell Yellow Springs Property
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
The Antioch Company, LLC, et al., to employ GA Keen Realty
Advisors LLC as realtor.

As reported by the Troubled Company Reporter on June 17, 2013, GA
Keen will represent and assist the Debtors in marketing, locating
a buyer for, and negotiating the sale of, real property located at
888 Dayton Street, Yellow Springs, Ohio.  The property is owned by
the Debtor, and was formerly operated as a manufacturing and
distribution facility.

Matthew Bordwin, co-president of GA Keen and managing director of
Great American Group, LLC, its managing member, tells the Court
that GA Keen Realty agree that upon completion of the sale of the
property, the firm will be paid 5.25% of the gross proceeds from
the sale of the property.  The Debtors will pay the actual
expenses of marketing the property.  In addition, GA Keen will be
reimbursed for all reasonable out of pocket costs and expenses in
connection with performing services.

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

                     About The Antioch Company

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

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

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

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

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

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


APPVION INC: S&P Withdraws 'CCC+' Rating on $200MM 2nd Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
'CCC+' issue-level rating on Appvion Inc.'s proposed $200 million
second-lien term loan.  The U.S.-based coated paper products and
microencapsulation company did not enter into the proposed second-
lien credit agreement.  Other ratings, including the 'B' corporate
credit rating and the 'B+' issue-level rating on the company's
$375 million first-lien term loan, were not affected.  For S&P's
complete rating rationale, see its research update on Appvion
published June 11, 2013, on RatingsDirect.

Ratings List

Appvion Inc.
Corporate credit rating           B/Positive/--

Rating Withdrawn
                                   To           From
Appvion Inc.
$200 mil. 2nd-lien term loan      NR           CCC+
  Recovery rating                  NR           6


BAJA BOATS: Pa. Court Affirms Ruling in Product Liability Suit
--------------------------------------------------------------
The Superior Court of Pennsylvania affirmed a lower court judgment
entered September 25, 2012, against Robert Hodges and Ann Hodges,
husband and wife, and Nicholas Hodges, in a products liability
dispute that began more than a decade ago arising from the Hodges'
alleged exposure to large concentrations of poisonous carbon
monoxide gas from a boat manufactured by Baja Boats, Inc.  The
Hodges took an appeal from the judgment.

Baja Boats filed for Chapter 11 bankruptcy in Ohio on Feb. 2,
1994.  In August 1995, Brunswick Corporation, a secured creditor,
filed a joint reorganization plan with Baja Boats, in which it
bought Baja Boats' assets, Florida property, and its nominee. They
incorporated in Delaware as Baja Marine Corporation, solely owned
by Brunswick.  Brunswick disclaimed any liability for boats built
or sold by Baja Boats.  On Sept. 5, 1995, the Ohio bankruptcy
court confirmed the reorganization plan.

On Oct. 11, 1995, the Hodges bought a 34-foot Baja Cruiser from
Ducky's Boats, Inc. in Middletown, Pennsylvania.  On July 4, 1997,
while anchored at Maule Lake in Miami, Florida, the Hodges were
exposed to large concentrations of poisonous carbon monoxide gas
from the boat.

The Hodges first sued in the Southern District of Florida against
Baja Boats and Ducky's Boats.  Ducky's was later dismissed from
the case.

The Hodges commenced litigation in Pennsylvania by filing a
complaint on July 2, 1999.  Extensive pleadings, including
dispositive motions, were filed by the parties, and on June 20,
2003, after the pleadings and discovery phases of the case were
completed, the trial court entered an Order granting Baja Marine's
Motion for Summary Judgment and Brunswick's Motion for Summary
Judgment and denying the Hodges' Motion for Partial Summary
Judgment.  On July 21, 2003, the Hodges filed a Motion for
Certification of Court's Order of June 20, 2003 for Interlocutory
Appeal.  On Dec. 1, 2003, the trial court denied Hodges' Motion.
No party activity in this case appears to have been undertaken for
approximately five years. The next activity occurred Jan. 9, 2009,
when the trial court sent out its Notice of Proposed Termination
of Court Case for inactivity.

The case is, ROBERT HODGES AND ANN HODGES, H/W, AND NICHOLAS
HODGES, Appellants, v. BAJA MARINE CORPORATION, AND BAJA BOATS,
INC., AND BRUNSWICK CORPORATION AND DUCKY'S BOATS, INC.,
Appellees, No. 1866 MDA 2012 (Pa. Super.).  A copy of the Superior
Court's July 9, 2013 memorandum is available at
http://is.gd/Py3GKpfrom Leagle.com.


BENDER SHIPBUILDING: $1.2MM B&D Claim Not Entitled to Priority
--------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney sustained Bender Ship
Building & Repair Co., Inc.'s objection to the proof of claim
filed by B&D Contracting, Inc., for $1,190,268.50, asserting a
wage priority pursuant to 11 U.S.C. Sec. 507(a)(4).  In December
2010, B&D amended its claim to reduce the wage priority to
$495,019.77 and asserting $695,245.73 as a general unsecured
claim.  Judge Mahoney said B&D's entire $1,190,268.50 claim is a
general unsecured claim and not entitled to priority status.

A copy of the Court's July 11, 2013 Order is available at
http://is.gd/3F5jG1from Leagle.com.

J. Daniel Barlar, Jr., Esq., and Kristine K. McCulloch, Esq.,
serve as attorneys for B&D Contracting, Inc.

Craig A. Wolfe, Esq., serve as attorney for the Post-Confirmation
Debtor.

                     About Bender Shipbuilding

On June 9, 2009, three creditors filed an involuntary Chapter 7
petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile,
Ala.-based Bender Shipbuilding & Repair Co. --
http://www.bendership.com/-- and on July 1, 2009, Bender
consented to voluntary conversion of the involuntary chapter 7
proceeding to a chapter 11 proceeding.  The Debtor sold
substantially all of its assets in late-2009 to Dallas-based SunTX
Capital Partners.  The Court confirmed the Debtor's Plan of
Liquidation on Dec. 9, 2010.  The Plan became effective Dec. 27,
2010.


BERNARD'S SALON: New Owners Take Over Following Bankruptcy
----------------------------------------------------------
The Bernard's beauty salon group has new owners.  All salons were
acquired, including the renowned Bernard's Salon and Spa in Cherry
Hill, Bernard's Marlton and the B2 Salons in Cherry Hill,
Washington Township and Philadelphia.  All the Salons will be run
by a talented partnership of highly experienced professionals in
Fashion, Marketing and Salon Management.

Improvements will be phased in, according to one of the new
owners, Joseph P. Serpente.  "For now, everything will remain the
same," Mr. Serpente said.  "There will be no interruption in
appointment schedules or which one of our Licensed Professionals
will be serving each client.  Most all our staffs remain the same.
But we will be making improvements using client input, and
returning to the standards and professional tradition of the late
Thomas Bernard.  Tom was committed to providing Quality Service
Experience to the Clients and we are equally committed to restore
that Quantity Experience."

Mr. Serpente bought the salons out of bankruptcy and immediately
announced his partner, Raymond Orsuto.  Both have local ties, and
both had worked with the renowned Thomas Bernard, the founder of
Bernard's Salon & Spa.  Mr. Serpente had been Bernard's
advertising and marketing counselor until Thomas Bernard's
untimely death in 1993. He continued for a time under the new
ownership, developed the Bernard's franchise but later resigned
the account over differences in business philosophy.  Mr. Serpente
has owned and operated an Advertising & Public Relations agency in
the Cherry Hill area since 1976.

Raymond Orsuto is a former partner of Thomas Bernard.  He later
owned and operated Maneline Salons, 800 West and currently the
Phoenix Spa and Salon.  His entire career has been committed to
excellence in the beauty industry.

Thomas Bernard was one of the Salon and Beauty Industry's elite
personalities and talents, twice winning the Top Stylist crown in
the International Hairstyling Competition held annually in Paris.
In 1978 he became a spokesperson for Clairol and created the Award
Winning Bernard's Artistic Team that performed internationally.
His plan was to grow the brand and eventually franchise and become
a leading salon and spa based on customer service, talent,
training, delivering fashion impact and providing his clients with
the greatest Quality of Our Clients Experience.

The new owners are committed to fulfilling Tom Bernard's dream by
returning Bernard's brands to leadership status, using superior
talented Licensed Professionals and listening to client input to
deliver significant beauty, hair and fashion impact.

Past and present clients are urged to visit any of the Bernard's
salons under the new ownership.

Web sites www.bernardssalonandspa.com and www.b2salon.com remain
active during the transition as do hours of operation.

Bernards of Marlton, LLC, filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 12-25751) on June 20, 2012, estimating less than
$1 million in assets and liabilities.  The Debtor is represented
by attorneys at Ciardi Ciardi & Astin, P.C.
See http://bankrupt.com/misc/njb12-25751p.pdf


BEST BUY: S&P Assigns 'BB' Rating to $500M Senior Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB' issue-
level rating and a '3' recovery rating to Best Buy Co. Inc.'s
$500 million senior unsecured notes.  The recovery rating
indicates S&P's expectation of meaningful (50% to 70%) recovery in
the event of payment default.  The 'BB' corporate credit rating
and S&P's 'BB' issue-level rating and '3' recovery rating on the
company's existing unsecured notes are unchanged.  The outlook is
negative.

S&P expects Best Buy to use the note issuance to refinance its
senior unsecured notes due on July 15, 2013.  The debt issuance
will decrease the company's borrowing costs, but the total debt
amounts are unchanged.  The refinancing will allow the company to
also maintain a considerable cash balance.  However, S&P do not
believe it materially alters the company's financial risk profile.

The rating on the Minneapolis-based Best Buy reflects S&P's view
of the company's financial risk profile as "significant".  S&P's
forecast of credit ratios, with adjusted debt to EBITDA in the
2.7x to 3x range and funds from operations (FFO) to debt near 30%,
is generally on the cusp between ratios indicative of
"significant" and "intermediate" financial risk profiles.
However, the company has limited asset protection since it leases
most of its stores, has highly seasonal cash flows, and a volatile
recent operating history.  These factors contribute to S&P's
financial risk assessment of significant.

"We also view the company's business risk profile as "weak", based
on the inherent risks of the consumer electronics business, which
is cyclical and dependent on new products for propelling sales
growth.  It also incorporates our view of the competitive
environment Best Buy faces from internet-based retail formats,
discounters, warehouse clubs, and other big-box retailers in many
of its product categories.  While we believe the company has
meaningful opportunities to improve operations in the near term,
the competitive nature of the industry may lead to continued
profit pressures and offset any operational improvements," S&P
said.

RATINGS LIST

Best Buy Co. Inc.
Corporate Credit Rating           BB/Negative/--

New Rating
Best Buy Co. Inc.
US$500M senior unsecured notes    BB
  Recovery Rating                  3


BRITESTARR HOMES: Not Implicated in Lewis Contract Breach Suit
--------------------------------------------------------------
A New York district judge denied the motion of Steven Smith and
Oak Point Properties, LLC to dismiss a breach of contract lawsuit
filed by William D. Lewis, Case No. 12-CIV-985 (LGS).

The case centers on the development of 27 acres of land located at
One Oak Point Avenue in the Bronx, New York, which was owned by
Britestarr Homes Inc., which filed for Chapter 11 bankruptcy
protection in 2001.  As part of Britestarr's Chapter 11
reorganization plan, the Bankruptcy Court approved the transfer of
the land to ABB Equity Ventures.  In 2002, Defendants Smith and
Oak Point negotiated their purchase of the Property from ABB.
Although the Complaint is unclear, it appears that ABB never took
title to the Property, but rather transferred to Defendants Smith
and Oak Point ABB's right to purchase the Property from the
Britestarr estate.

William Lewis alleged that in 2002, he entered into an oral
agreement with the Defendants to form a partnership to develop the
Property.  As per their agreement, Mr. Lewis said he was to
receive a share of the proceeds of the eventual sale of the
Property.

Under the lawsuit, Mr. Lewis is seeking to recover what he
believes to be his rightful share of the profits from the sale of
the Property.

In a June 4, 2013 Order and Opinion available at
http://is.gd/JmsgDnfrom Leagle.com, District Judge Lorna G.
Schofield held that the Defendants' arguments rely on the flawed
premise that the Britestarr Plan bears on the case.  None of
Plaintiff's claims arise out of an obligation from Britestarr to
the Plaintiff, the judge said.

William D. Lewis is represented by Andrew Todd Miltenberg, Esq. --
AMiltenberg@nmllplaw.com -- and Kimberly C. Lau, Esq. --
KLau@nmllplaw.com -- at Nesenoff & Miltenberg, LLP.

Steven Smith and Oak Point Energy, LLC, are represented by
represented by Brian C. Kochisarli, Esq., of Brian C. Kochisarli,
P.C. and Stanley K. Schlein, Esq. of Stanley Kalmon Schlein.


BROOKE CORP: Suit v. Bucheli et al. Survives Dismissal Bid
----------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the defendants' motion to
dismiss the second amended version of the adversary complaint
captioned as, CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke
Corporation, fka Brooke Franchise Corporation), and Brooke
Investments, Inc. Plaintiff, v. BUCHELI INSURANCE AGENCY, INC., et
al., Defendants, Adv. Proc. No. 10-6179.

Agency Defendants Bucheli Insurance Agency, Inc. and Hosford
Insurance Agency, Inc. were Brooke-franchised insurance agencies.
The adversary complaint was filed by the Trustee on Oct. 25, 2010,
seeking to recover statement balances, which account for money
advanced by Brooke to or on behalf of each agency in excess of the
income attributable to the agency.  Prepetition state law claims
and postpetition causes of action under Chapter 5 of the
Bankruptcy Code were alleged.

The Motion to Dismiss was based on the provisions included in the
franchise agreements between the Agency Defendants and Brooke
Capital Corporation.

In a June 24, 2013 Memorandum Opinion and Order available at
http://is.gd/iN6zBPfrom Leagle.com, the Bankruptcy Court held
that "Fausto R. Bucheli's liability is predicated upon a guaranty
agreement which does not contain or incorporate an agreement to
arbitrate.  Defendants Bucheli Insurance Agency and Hosford
Insurance Agency have waived their right to enforce the
arbitration provisions in their respective franchise agreements
with Brooke Capital Corporation.  And if there were no waiver,
such agreements would apply only to the prepetition state law
claims asserted by the Trustee and would not provide a basis to
dismiss or to stay the claims asserted by the Trustee which arise
under Chapter 5 of the Bankruptcy Code."

                       About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


CAPITOL BANCORP: Creditors Can't Sue Officers or Directors
----------------------------------------------------------
A Michigan bankruptcy judge refused to authorize Capitol Bancorp
Ltd.'s creditors to sue the bank holding company's executives over
alleged fraudulent transfers and breaches of fiduciary duty.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the the reasons why creditors' committee wanted to
sue are unknown because the papers were filed under seal in May.
The hearing on July 9 was likewise sealed, and the reasons given
by the bankruptcy court for denying the request were likewise kept
secret.  Court records only show that the judge denied the motion.

The report notes that at the hearing, the judge approved auction
procedures to find a buyer for Capitol's non-bankrupt bank
subsidiaries.  Creditors support Capitol's desire to sell the
remaining banks in six states.  Capital is trying to sell the
remaining banks before they are taken over by regulators.  Four
were seized in the space of a month.  At last week's hearing, the
company's lawyer said there isn't yet a buyer to make the first
bid at auction.

The report relates that the confirmation hearing for approval of
the Chapter 11 plan was moved from Sept. 25 to Oct. 9.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CITIZENS DEVELOPMENT: Plan Disclosures Hearing Moved to Aug. 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has continued the hearing to consider the approval of the
disclosure statement describing Citizens Development Corp.'s Plan
of Reorganization (Dated May 24, 2013) to Aug. 21, 2013, at 10:00
a.m.

The Court's Second Interim OSC Order entered on April 4, 2013,
which provides for automatic conversion of CDC's Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code on July 24, 2013,
absent confirmation of a plan or further order of the Court, is
vacated, absent further Court order.

The continued hearing on the Bankruptcy Court's "Order (1) To Show
Cause Re: Dismissal, Conversion, or Appointment of a Trustee; and
(2) Allowing Expedited Consideration of These Issues if Debtor
Fails to Meet Certain Benchmarks" entered on Dec. 4, 2012, which
was scheduled for July 10, 2013, is continued until Aug. 21, 2013,
at 10:00 a.m.

As reported in the TCR on July 1, 2013, the Bankruptcy Court for
the Southern District of California will convene a hearing on
July 10, 2013, at 10 a.m., to consider adequacy of the Disclosure
Statement explaining Citizens Development Corp.'s Plan of
Reorganization dated May 24, 2013.

According to the Disclosure Statement, the funding for the Plan
will come from: (1) the additional financing; (2) new value
contribution in the amount of $400,000 to be made to the
Reorganized Debtor by Atlantica, the new investor; (3) the
Debtor's cash on hand which is estimated to be approximately
$25,000 as of the Effective Date -- which collectively equates to
$2,925,000 -- and (4) the revenue generated from continued
business operations.

The exit cash is proposed to be used as follows:

   a) $2 million of the exit cash will be used to fund capital
improvements to the Debtor's facilities, including the Recreation
Center and the Lake;

   b) up to $300,000 of the exit cash will be deposited into a
segregated account, in the actual sum equal to the "fair share
contribution" of the Debtor to the cost of compliance with the
Investigative Order.  The "fair share contribution" is defined as
the amount appropriately allocated to the Debtor (or by agreement
with the upstream municipalities) as its percentage portion of the
cost of compliance with the Investigative Order;

   c) approximately $455,000 of the exit cash will be used to pay
allowed administrative claims against the Debtor;

   d) up to $100,000 of the exit cash will distributed to general
unsecured creditors holding allowed claims against the Debtor; and

   e) $15,000 of the exit cash will be used to fund the retainer
payment to Kipperman.  The total anticipated costs of the Plan are
not more than $2,870,000, and not all of the exit cash is required
to be spent on or near the Effective Date of the Plan.  For
example, the Debtor intends to invest funds in capital
improvements over a short period of time, as opposed to
immediately upon confirmation of the Plan.

In exchange for the new value contribution, the new investor will
retain 100% of the equity interests in the Reorganized Debtor.

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

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

A bankruptcy-exit plan filed in the case provides that funding for
the Plan will initially come from a new value contribution in the
amount of up to $375,000 to be made to the Reorganized Debtor by
LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of
$50,000 allocated to the payment of allowed administrative
expenses pursuant to the Telesis Settlement, and the Debtor's
additional cash on hand which is estimated to be $50,000, which
collectively equates to up to $475,000.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CLUBCORP CLUB: Moody's Keeps Ratings over Term Loan Changes, IPO
----------------------------------------------------------------
Moody's Investors Service commented that ClubCorp Club Operations,
Inc.'s announcement that it is seeking to amend and extend its
senior secured revolver and term loan and that its parent --
ClubCorp Holdings, Inc. -- announced it filed a draft registration
statement in Form S-1 on a confidential basis with the SEC for a
possible initial public offering of shares of its common stock are
both credit positive. However, ClubCorp's B2 Corporate Family
Rating, Ba2 senior secured rating, B3 senior unsecured rating and
stable outlook are unaffected by the announcements.

ClubCorp Corp Operations, Inc. owns and manages private clubs with
a network of 153 golf, country, business, sports and alumni clubs.
The company generated about $760 million of total revenue for the
LTM period ended March 19, 2013.


COMMERCIAL CAPITAL: Plan Confirmation Hearing Set for Aug. 6
------------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado has approved the disclosure statement
explaining the Amended Plan of Liquidation filed by James T.
Markus, the Chapter 11 trustee for Commercial Capital Inc., and
scheduled a hearing on Aug. 6, 2013, at 9:30 a.m., to consider
confirmation of the Plan.  Ballots accepting or rejecting the Plan
and any objection to confirmation of the Plan must be submitted on
or before July 26.

Under the Plan, Class 1 (Priority Claims) and Class 2 (Secured
Claims) are not impaired while Class 3 (General Unsecured
Creditors) and Class 4 (Interest Holder) are impaired.  Class 1
claims will be paid in full on the effective date of the Plan.
Class 2 Claims will retain all rights and liens on the Debtor's
property.  Holders of Class 3 Claims will receive pro-rata share
of net cash available for distribution, while Class 4 stocks will
be extinguished.

Presently, the claims against the CCI Estate total less than $65
million.  The CCI Trustee anticipates that the amount of allowed
claims will eventually re-reduce to a total of approximately $25
million to $35 million.  The CCI Trustee currently holds $947,231
as property of the CCI Estate.  There is one remaining material
asset of the CCI Estate -- a claim of CCI against a Lloyd's of
London insurance policy -- and this claim has recently been
settled and is the subject of a motion to approve the settlement.
The settlement will result in the payment of $450,000 to the
estate.

The CCI Trustee estimates that there will be approximately
$1,200,000 available for distribution to unsecured creditors
holding Allowed Unsecured Claims.  These Allowed Unsecured Claims
are estimated to total somewhere between $25 million - $35
million.  This will result in a 3-4.5% dividend on Allowed
Unsecured Claims.

A full-text copy of the Amended Disclosure Statement dated
June 24, 2013, is available for free at:

   http://bankrupt.com/misc/COMMERCIALCAPITALds0624.pdf

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  Robert
Padjen, Esq., at Laufer and Padjen LLC, assisted Commercial
Capital in its restructuring efforts.  In its bankruptcy petition,
Commercial Capital estimated between $100 million and $500 million
in assets, and between $50 million and $100 million in debts.  CCI
Funding estimated between $100 million and $500 million each in
assets and debts.

In June 2009, an official committee of unsecured creditors was
appointed in the CCI case.

James T. Markus is the duly appointed Chapter 11 trustee for CCI.
He is represented by:

          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4000
          Denver, CO 80203
          Telephone: (303) 830-0800
          Facsimile: (303) 830-0809


COOPER-BOOTH: Cash Use Extended Through August
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cooper-Booth Wholesale Co. won an extension of the
right to use secured lenders' cash collateral until Aug. 31.

According to the report, there will be another hearing on Aug. 28
for consideration of a further extension to use cash representing
collateral for secured lenders' claims.  Secured lenders include
PNC Bank NA, which had a $10.7 million loan outstanding when
bankruptcy began in May.

The Chapter 11 filing in Philadelphia followed seizure of company
property on the commencement of criminal forfeiture proceedings.
The report discloses that although the grounds for the seizure are
under seal, court papers say the action was taken on account of
alleged money laundering.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.
As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that a letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


CORMEDIX INC: Has Until Oct. 20 to Regain NYSE Listing Compliance
-----------------------------------------------------------------
CorMedix Inc. on July 15 received a notice from the NYSE MKT that
the NYSE MKT has granted CorMedix an extension until October 20,
2013 to regain compliance with the continued listing standards of
the NYSE MKT.

CorMedix had received notice on April 20, 2012 from the NYSE MKT
informing it that CorMedix was not in compliance with Section
1003(a)(iv) of the NYSE MKT's continued listing standards due to
financial impairment.  CorMedix was afforded the opportunity to
submit a plan to the NYSE MKT to regain compliance and, on May 17,
2012, presented its plan to the NYSE MKT.  On June 27, 2012, the
NYSE MKT accepted CorMedix's plan and granted it an extension
until August 22, 2012 to regain compliance with the continued
listing standards.  On September 21, 2012, the NYSE MKT notified
CorMedix that it granted CorMedix another extension to January 31,
2013 and on February 1, 2013, NYSE MKT notified that CorMedix was
further granted extension until April 15, 2013 to regain
compliance with the continued listing standards of the NYSE MKT.
By letter dated July 9, 2013, the NYSE MKT notified CorMedix that
it has been granted an additional extension until October 20,
2013.

Separately, and as previously reported, on April 5, 2013, CorMedix
received notice from the NYSE MKT indicating that CorMedix was not
in compliance with Section 1003(a)(i) of the NYSE MKT's continued
listing standards due to having less than $2 million of
stockholders' equity as reported in its Form 10-K for the fiscal
year ended December 31, 2012.  On May 6, 2013, CorMedix submitted
a plan of compliance to the NYSE MKT setting forth our plan to
regain compliance with the NYSE MKT listing standards by October
20, 2013.  On May 29, 2013, the NYSE MKT notified CorMedix that it
was granted an extension until October 20, 2013 to regain
compliance with the Section 1003(a)(i) of the NYSE MKT listing
standards.

If CorMedix is not in compliance with all of the NYSE MKT's
continued listing standards by October 20, 2013, the NYSE MKT will
initiate delisting proceedings.  Under the rules of the NYSE
Company Guide, CorMedix is allotted a maximum of 18 months from
the date of a deficiency letter to regain compliance with listing
standards. Accordingly, CorMedix will not be eligible for an
extension beyond October 20, 2013.

                         About CorMedix

Headquartered in Bridgewater, New Jersey, CorMedix Inc. --
http://www.cormedix.com-- is a pharmaceutical company that seeks
to in-license, develop and commercialize therapeutic products for
the prevention and treatment of cardiac and renal dysfunction,
also known as cardiorenal disease.


DAYBREAK OIL: Incurs $686,000 Net Loss in First Quarter
-------------------------------------------------------
Daybreak Oil and Gas Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss available to common shareholders of $685,983 on
$228,604 of revenue for the three months ended May 31, 2013, as
compared with a net loss available to common shareholders of
$335,840 on $262,973 of revenue for the same period during the
prior year.

As of May 31, 2013, the Company had $3.68 million in total assets
$7.68 million in total liabilities and a $4 million total
stockholders' deficit.

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

                        http://is.gd/loyBkn

                        About Daybreak Oil

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

Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.

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


DESARROLLADORA HOMEX: Defaults After Missing Interest Payment
-------------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that Mexican home builder Desarrolladora Homex SAB's failure to
make an interest payment on its senior notes after exhausting a
30-day grace period has led the firm to default on its debt,
according to two ratings firms.

Homex is a vertically integrated homebuilder focused on the
affordable and middle-income housing segments. Headquartered in
Culiacan, Sinaloa, Homex is one of the largest homebuilders in
Mexico, with operations in 25 cities in 17 states across the
country.  During 2004, Homex sold 21,053 houses and reported
revenues of US$476 million.


DETROIT, MI: Manager Opens Negotiations With Pension Funds
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that deputies of Detroit's Emergency Manager Kevyn Orr met
with representatives of the city's two pension funds to discuss
plans for cutting pension benefits.

According to the report, the talks are aimed at avoiding what
would be the country's largest municipal bankruptcy.

The city's problems include liabilities of the pension funds that
exceed assets by $3.5 billion.  Workers say the shortfall is
smaller, according to Bloomberg.


DIGITAL ANGEL: Completes Exchange Agreement with VeriTeQ
--------------------------------------------------------
VeriTeQ Acquisition Corporation has completed the Share Exchange
Agreement with Digital Angel Corporation and all VeriTeQ
shareholders, whereby Digital Angel has acquired all of the issued
and outstanding shares of VeriTeQ's common stock in exchange for
4,107,592 shares of Digital Angel's Series B convertible preferred
stock, and the VeriTeQ stockholders have become the majority
owners of Digital Angel.  In conjunction with this announcement,
Digital Angel plans to file a Schedule 14C with the U.S.
Securities and Exchange Commission.  The majority stockholders of
Digital Angel took action by written consent to change Digital
Angel's name to VeriTeQ Corporation, effect a 1-for-30 reverse
stock split, and approve a new stock incentive plan.  VeriTeQ will
continue to trade under the stock ticker "DIGA" until the reverse
stock split and name change are completed, at which time its
ticker symbol will change.

VeriTeQ is focused on the unique device identification of
implantable medical devices and radiation dose measurement during
radiation therapy through its patented and FDA cleared
technologies.  VeriTeQ's strong intellectual property portfolio
includes more than 100 patents issued, patents pending, and patent
licenses.  VeriTeQ also has data analytics capabilities related to
information gathered by its technologies.  With its passive radio
frequency identification microchip, VeriTeQ can enable medical
device manufacturers to comply with the FDA Proposed Rule for UDI,
specifically the Direct Part Marking requirement for implantable
medical devices to be read on demand.

VeriTeQ's radiation dosimeter, or biodosimetry, technologies
include the DVS SmartMarker(R) and OneDose(R).  DVS SmartMarker is
the world's first FDA cleared, implantable, wireless radiation
sensor, and is used to measure the radiation dose delivered to a
patient directly from the site of the tumor during cancer
treatment.  DVS SmartMarker is cleared for use in breast and
prostate cancer patients.  Its OneDose(R) adhesive technology is
FDA cleared for use in cancer patients being treated with external
beam radiation to measure radiation dose levels at the skin
surface.  VeriTeQ's UDI and biodosimetry technologies also have CE
marks, which is a key indicator of a product's compliance with
legislation in the European Union.

VeriTeQ's technology enables data to be transmitted from the
company's scanning devices to a designated third party recipient
database or electronic health record.  Its Office of Medicine and
Data Science is focused on linking data from disparate sources
with in vivo medical devices to create complete and accurate
amalgamations of patient data.  Data synthesis and analytics
relating directly to patient outcomes and patient safety issues
created by linking multiple data sources with granular device data
can be used to populate repository systems for hospitals,
healthcare providers, insurance companies, Medicare/Medicaid,
medical device manufacturers and regulatory authorities.  The
expertise offered by the Office of Medicine and Data Science can
ultimately benefit the patient by providing relevant information
and outcomes to medical device manufactures, thereby helping them
create safer, more effective devices for patients.

Scott R. Silverman, Chairman and CEO of VeriTeQ, stated, "The
executive team at VeriTeQ is very pleased that we are now a
publicly traded company and we are excited to bring our important
healthcare technologies to patients and providers.  We are
immediately focused on partnerships with implantable medical
device manufacturers to help them comply with FDA's Proposed Rule
for Unique Device Identification through our patented
technologies."

Digital Angel's board of directors now consists of five directors
including Mr. Silverman, Barry M. Edelstein, Michael Krawitz,
Daniel E. Penni and Shawn Wooden.

In connection with the Share Exchange, the Company is also going
to change its name to "VeriTeQ Corporation" to better reflect the
business of VeriTeQ.

Letter Agreement with PositiveID

On July 8, 2013, VeriTeQ entered into a Letter Agreement with
PositiveID Corporation to amend certain terms of several
agreements between PositiveID and VeriTeQ.

The Letter Agreement amended certain terms of the Shared Services
Agreement entered into between the PositiveID and VeriTeQ on
Jan. 11, 2012, as amended, the Asset Purchase Agreement entered
into on Aug. 28, 2012, as amended, and the Secured Promissory Note
dated Jan. 11, 2012, in favor of PositiveID in the principal
amount of $200,000.  The Company has agreed to assume the
obligations under the Note in connection with the share exchange
with VeriTeQ as of the date of the Letter Agreement.  The Letter
Agreement defines the conditions of termination of the SSA,
including payment of the approximately $290,000 owed from VeriTeQ
to PositiveID, the elimination of minimum royalties payable to
PositiveID under the APA, as well as certain remedies if VeriTeQ
fails to meet certain sales levels, and to amend the Note, with a
current balance of $228,000, to include a conversion feature under
which the Note may be repaid, at VeriTeQ's option, in common stock
of the Company in lieu of cash.  The Company plans to issue 1.5
million shares of its common stock in connection with the
repayment of the Note and has agreed to issue an additional
3,073,800 shares of common stock as soon as possible thereafter.

Additional information is available for free at:

                        http://is.gd/mAEGbq

                        About Digital Angel

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

Digital Angel reported a net loss of $6.38 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $10.33 million on $0 of revenue during the prior year.
As of Dec. 31, 2012, the Company had $3.41 million in total
assets, $5.92 million in total liabilities and a $2.50 million
total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2012, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


DIJAN INC: Trial Court Ruling Against 2 Loan Guarantors Affirmed
----------------------------------------------------------------
The Superior Court of Pennsylvania affirmed a trial court decision
denying Stuart Moskovitz's and Wallace McDonald's separate
Petitions to Strike or, Alternatively, Open Confesssion of
Judgment dated May 6, 2011.

The confession of judgment resulted from the default of three
promissory notes executed on behalf of Dijan, Inc. with Wells
Fargo, to which Messrs. Moskovitz and McDonald served as
guarantors.

Dijan Inc. filed for bankruptcy on Aug. 11, 2010.  On Dec. 10,
2010, the Bank filed its complaint in confession of judgment.
That same day, the Hon. Terrence R. Nealon of the Court of Common
Pleas of Lackawanna County entered judgment of confession against
Messrs. Moskowitz and McDonald for $2,608,725.33.

The Superior Court held that in denying the petitions to open the
confessed judgment, the trial court relied on the express
provision in the cash collateral agreement that preserved Bank's
right to remedy.

The appeals case are WELLS FARGO BANK, N.A. Appellee, v. STUART
MOSKOVITZ Appellant, Case No. 1004-MDA-2011; WELLS FARGO BANK,
N.A. Appellee, v. WALLACE MCDONALD Appellant, Case NO. 1003-MDA-
2011.

A copy of identical decisions dated June 27, 2013 is available at
http://is.gd/GXiRHGfrom Leagle.com.


DOCTORS COMMUNITY: Reese Hospital Sale Not "Fraudulent Transfer"
----------------------------------------------------------------
Sam J. Alberts, the trustee for the Doctors Community Hospital
Corporation Liquidating Trust, appeals from the final judgment of
Bankruptcy Judge S. Martin Teel of the U.S. Bankruptcy Court for
the District of Columbia.  In bankruptcy court, Mr. Alberts had
initiated an adversary proceeding against, inter alia, appellees
Hospital Corporation of America, Inc., and its wholly owned
subsidiaries Galen Hospital Illinois, Inc. and Western Plains
Capital, Inc.  In 1998, DCHC (through its wholly-owned subsidiary
Reese Corporation) bought Chicago-based Columbia Michael Reese
Hospital and Medical Center from HCA for approximately $66 million
to $68 million.

DCHC and Reese Corp. were heavily reliant on financing from
National Century Financial Enterprises, Inc. for satisfy ongoing
expenses. In November 2002, National Century filed for bankruptcy,
causing accounts from which DCHC and Reese Corp. drew operational
funds to be frozen. Three days after National Century's bankruptcy
filingƒ??and a little over four years after completing the
purchase of Reese Hospital, DCHC filed for Chapter 11 bankruptcy
relief.

In bankruptcy court, Mr. Alberts claimed that the sale of Reese
Hospital was a "fraudulent transfer" because Reese Corp. did not
receive reasonably equivalent value for the price it paid.  Mr.
Alberts sought to avoid and recover as a fraudulent transfer the
allegedly excess purchase price.

After a series of dispositive motions and a five week bench trial,
Judge Teel issued a 192-page statement of the bankruptcy court's
findings of law and conclusions of fact.  Judge Teel calculated
the fair market value of Reese Hospital as $68.6 million,
concluded that Reese Corp. received reasonably equivalent value,
and entered judgment for the appellees.

Mr. Alberts presents two questions on appeal:

     (1) Did the bankruptcy court err when, in the course of
conducting a discounted cash flow analysis, the court treated the
Hospital's working capital as a surplus asset and then calculated
the Hospital's going concern value by adding the value of the
working capital to the value of the income that the Hospital was
projected to generate from its operations, assuming its operations
were "fully capitalized"?

     (2) Did the bankruptcy court err when, in the course of
concluding that the Hospital's net working capital could be
treated as a surplus asset and added to the Hospital's projected
income from operations, the court employed an asset valuation
method that was not supported by or consistent with any party's
expert or any learned treatise and was not subject to evaluation
under the Federal Rules of Evidence?

After reviewing the record on appeal, the decisions of the
bankruptcy court, and the parties' briefs, Chief District Judge
Royce C. Lamberth in Washington D.C. finds that Judge Teel
correctly ascertained the controlling law and did not commit clear
error in his factual findings. Furthermore, to the extent Judge
Teel committed any reversible error regarding his treatment of the
net working capital, such error is harmless.  Therefore, the
District Court affirmed the lower court's judgment.

A copy of Judge Lamberth's July 11, 2013 Memorandum Opinion is
available at http://is.gd/FHF8RGfrom Leagle.com.

The case before the District Court is, SAM J. ALBERTS, Trustee for
The DCHC Liquidating Trust, Appellant, v. HCA, INC., GALEN
HOSPITAL ILLINOIS, INC., and WESTERN PLAINS CAPITAL, INC.,
formerly known as C/HCA CAPITAL, LP, Appellees, Civil No. 12-564
(D.D.C.).

Sam Alberts is represented by Derek Sugimura, Esq., and Stephen
Adam Weisbrod, Esq. -- dsugimura@wmclaw.com and
sweisbrod@wmclaw.com -- at Weisbrod Matteis & Copley, PLLC.

Columbia HCA Healthcare, Galen Hospital Illinois, Inc., and
Western Plains Capital, Inc., are represented by Jeffrey William
Kilduff, Esq., Stephen Dudley Brody, Esq., and William T.
Buffaloe, Esq. -- sbrody@omm.com , jkilduff@omm.com and
wbuffaloe@omm.com -- at O'Melveny & Myers, LLP.

Doctors Community Healthcare Corporation was a privately held,
investor-owned healthcare management company with hospitals across
the United States.  Doctors Community and five subsidiaries filed
for Chapter 11 bankruptcy (Bankr. D.C. Case No. 02-2249) on
Nov. 20, 2002.  The Company stated that the bankruptcy filing was
due to the bankruptcy of National Century Financial Enterprises
and affiliates, which resulted in NCFE halting payments to
health care providers, including Doctors Community.


DYNEGY INC: NY Court Dismisses Appeal on 3rd Party Plan Releases
----------------------------------------------------------------
Judge John G. Koeltl of the U.S. District Court for Southern
District of New York last month dismissed the appellate case,
STEPHEN LUCAS, Appellant, v. DYNEGY INC., Appellee, No. 12-CIV-
8908(JGK).

Stephen Lucas took an appeal from an order of the Southern
District New York bankruptcy court, dated October 4, 2012,
overruling the appellant's preserved objection to confirmation of
the Joint Chapter 11 Plan of Reorganization for Dynegy Inc. and
Dynegy Holdings LLC.

The Plan contains a release of claims against non-debtor third
parties, including the Debtors' former directors and officers.
The Plan provides that individuals may opt-out of the release.
The appellant is the lead plaintiff in a separate putative
securities class action against several former directors and
officers of Dynegy Inc. that are among those purportedly released
by the Plan.  That class has not yet been certified. The appellant
argued to the Bankruptcy Court that the release was impermissible
and also sought to opt-out of the release on behalf of himself and
on behalf of the putative class in the securities litigation.  The
Bankruptcy Court overruled the appellant's objection. The
Bankruptcy Court concluded that the appellant did not have
standing to object to the release individually because he had
opted out, and did not have standing to object or opt-out on
behalf of the putative class because he did not represent the
class outside the confines of the putative securities class
action.  The Bankruptcy Court held that, in any event, the non-
debtor third party releases were permissible consensual third
party releases because the affected parties had failed to opt-out
despite notice. The appellant challenged those conclusions.

In a June 6, 2013 Opinion and Order available at
http://is.gd/qQvqlrfrom Leagle.com, the District Court dismissed
the appeal, holding that the appellant lacks standing to opt out
of or object to the Release on behalf of the putative class and to
object to the Release individually.

Dynegy Inc. is represented by J. Christopher Shore, Esq. --
cshore@whitecase.com -- at White & Case LLP.

Stephen Lucas is represented by Michael S. Etkin, Esq. --
metkin@lowenstein.com -- at Lowenstein Sandler PC; Nicholas Ian
Porritt, Esq. -- nporritt@zlk.com -- at Levi & Korsinsky LLP;
Shane Thomas Rowley, Esq., at Faruqi & Faruqi, LLP; and Thomas
Michael Gottschlich, Esq. -- mgottschlich@zlk.com -- at Levi &
Korsinsky LLP.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EDISON MISSION: Court of Appeals Affirms Dismissal of PSD Claims
----------------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit
affirmed the U.S. District Court's dismissal of the nine claims
for clean air act violations against Midwest Generation, LLC, an
indirect subsidiary of Edison Mission Energy.  Other counts in the
complaint that allege violations of opacity and particulate matter
limitations under the Illinois State Implementation Plan and
related claims under Title V of the CAA have not been dismissed.

Since August 2009, Midwest Generation has been defending an action
brought in the U.S. District Court for the Northern District of
Illinois by the State of Illinois and the Department of Justice.
The complaint alleged violations of the Clean Air Act and related
regulations.  Among the allegations were ten counts alleging that
Midwest Generation violated the CAA's Prevention of Significant
Deterioration provisions by operating six power plants that
Commonwealth Edison, a prior owner of the plants, had modified
without obtaining PSD permits.  Nine of the ten counts related to
PSD requirements were dismissed in March 2010, and the tenth count
was also dismissed to the extent it sought civil penalties under
the CAA, as barred by the applicable statute of limitations.

Following the 2010 dismissals, the government plaintiffs filed an
amended complaint, with claims that attempted to add Commonwealth
Edison and EME as defendants and introduce new legal theories to
impose liability on Midwest Generation and EME.  On March 16,
2011, the U.S. District Court again dismissed nine of the ten PSD
claims asserted against Midwest Generation and EME, along with
claims related to alleged violations of Title V of the CAA to the
extent based on the dismissed PSD claims, and dismissed all claims
asserted against Commonwealth Edison.  The Court denied a motion
to dismiss a claim by intervenor citizens groups for civil
penalties in the remaining PSD claim, but noted that the
plaintiffs would be required to convince the Court that the
statute of limitations should be equitably tolled.

A copy of the decision is available for free at:

                        http://is.gd/pyQ22c

                       About Edison Mission

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

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

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

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

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

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

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.

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


EMMONS SHEEPSHEAD: Must Confirm Plan by July 31
-----------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York signed off on a stipulation
terminating the automatic stay in the Chapter 11 case of Emmons-
Sheepshead Bay Development LLC.

The stipulation was entered with secured creditor SDF17 Emmons
LLC, by and through Jerold C. Feuerstein, Esq., at Kriss &
Feuerstein LLP.

The Debtor consents to the Bankruptcy Court's granting immediate
termination of the automatic stay, provided, however, that the
secured creditor refrains from conducting a foreclosure sale of
Debtor's real property commonly known as 3112-3144 Emmons Avenue,
New York until July 31, 2013, to allow the Debtor time to confirm
Debtor's Second Amended Plan of Reorganization.

In the event the Plan is not confirmed or does not go effective by
July 31, the secured creditor may conduct a foreclosure sale
without further Court order.

                      About Emmons-Sheepshead

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.

The Plan filed in the Debtor's case provides that payments to
holders of administrative claims, subject to offset, will be made
by the lender on the Effective Date.  The lender has also agreed
to establish on the Effective Date an unsecured creditors fund in
the amount of $100,000 for pro rata distribution to holders of
allowed general unsecured claims.  All of other plan payments,
including payments to the lender, will be funded through the sale
proceeds of the Debtor's 49 currently unsold condominium units,
parking spaces and marina unit.


EMMONS SHEEPSHEAD: Wolf Haldenstein OK'd as Real Estate Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized Emmons-Sheepshead Bay Development LLC to employ Wolf
Haldenstein Adler Freeman & Herz LLP as special real estate
counsel.

Wolf Haldenstein will, among other things, prepare, negotiate and
submit an amended condominium offering plan and other documents
required by the Attorney General of the State of New York in
connection with approval of the offering plan for the condominium
known as the "Breakers of Sheepshead Bay Condominium" as well as
other related real estate transactions, including sale
transactions for the remaining unsold units.

Wolf Haldenstein will receive a $20,000 retainer from the Debtor's
lender, SDF17 Emmons LLC, upon the earlier of the entry of an
order authorizing the firm's retention or the Effective Date of
the plan of reorganization.  All future fee incurred by Wolf
Haldenstein will be paid from the sale of units at the project
with the fee amount capped at $75,000.

To the best of the Debtor's knowledge, Wolf Haldenstein does not
hold or represent any interest adverse to the Debtor in respect of
the matters upon which it is to be engaged.

                      About Emmons-Sheepshead

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.

The Plan provides that payments to holders of administrative
claims, subject to offset, will be made by the lender on the
Effective Date.  The lender has also agreed to establish on the
Effective Date an unsecured creditors fund in the amount of
$100,000 for pro rata distribution to holders of allowed general
unsecured claims.  All of other plan payments, including payments
to the lender, will be funded through the sale proceeds of the
Debtor's 49 currently unsold condominium units, parking spaces and
marina unit.


ENDICOTT INTERCONNECT: Circuit-Board Maker Files in Utica
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc., a producer
of printed circuit boards and "advanced flip chips," filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) on
July 10 to sell the business before cash runs out by the end of
September.

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

Revenue of $414 million in 2008 declined to less than $100 million
this year "as the result of increased competition from foreign
circuit board manufactures," according to a court filing.  Losses
since 2009 totaled almost $100 million.

According to the report, the company says it will promptly file
papers establishing procedures for a sale.  Discussions with a
buyer are in progress, according to papers filed with the U.S.
Bankruptcy Court in Utica, New York.

Liabilities include $5 million on first-lien debt and another
$5 million on a second-lien obligation.  Insiders are owed $6.1
million on an unsecured note.  In addition, trade suppliers are
owed $35 million.  Another $32 million is owing for loans made by
shareholders.  The petition lists the assets as valued at less
than $50 million.


EVERGREEN OIL: Again Amends Plan Outline; Aug. 14 Hearing Set
-------------------------------------------------------------
Evergreen Environmental Holdings, Inc., and Evergreen Oil, Inc.,
filed with the U.S. Bankruptcy Court for the Central District of
California on July 12, 2013, a Second Amended Disclosure Statement
describing the Debtors' Second Amended Joint Plan of
Reorganization dated July 11, 2013.

The Plan Confirmation Hearing will take place on Aug. 14, 2013, at
10:00 a.m.  The Voting Deadline is 5:00 p.m. on July 31, 2013.
Objections to the confirmation of the Plan must be filed with the
Court by July 31, 2013.

The Plan contemplates the sale of 100% of the stock of EEHI in EOI
to Clear Harbors, Inc., the initial winning bidder and stalking
horse bidder, or to a successful overbidder, subject to Bankruptcy
Court Approval.  Proceeds of the sale will be used to repay EOI's
creditors.  EOI's two main facilities consist of the re-refinery
facility in Newark, Calif., and the transfer and storage facility
in Carson, Calif.

Pursuant to the Second Amended Plan, the Debtors' primary creditor
Guggenheim Corporate Funding, owed $66,242,734, will receive Cash
from available funds up to the amount of the allowed lenders'
secured claim.  To the extent that available funds are
insufficient to pay the allowed lenders' secured claim in full,
Guggenheim will retain its Lien on the assets, and will receive
any proceeds of such assets received by the Debtors on account
thereof until the allowed lenders' secured claim is paid in full.

Each holder of an Allowed Class 7 General Unsecured Claims will
receive its pro rata share of the Creditor Fund, if any, remaining
after the payment of Allowed Class 4 Mechanics' Lien Claims,
Allowed Class 5 Other Secured Claims, and Allowed Class 6 Priority
Non-Tax Claims, on the later of (1) the Effective Date and (2) the
date upon which such claim becomes an Allowed Class 7 Allowed
General Unsecured Claim by Final Order of the Bankruptcy Court in
an amount equal to such Allowed Class 7 General Unsecured Claim.

On the Effective Date, all of the Allowed Interests in EEHI will
be canceled and the holders of Allowed Interests in EEHI will
neither receive nor retain any property on account of such
Interests.

The Buyer, in exchange for the Buyer Payment, will receive the
Evergreen Stock upon the Effective Date from EEHI.  The Evergreen
Stock will not be cancelled, and all rights associated with the
Evergreen Stock will not be altered in any way by the Plan.  EEHI,
as the seller of the Evergreen Stock, will not receive any
of the Buyer Payment or any other consideration on account of its
Interests.

A copy of the Second Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/evergreenoil.doc250.pdf

                        About Evergreen Oil

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

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

David L. Neale, Esq., Juliet Y. Oh, Esq., and Lindsey L. Smith,
Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., represent the
Debtors as bankruptcy counsel.  Jeffer, Mangels, Butler & Mitchell
L.L.P., is the Debtors' special corporate counsel.  Cappello
Capital Corp. is the Debtors' exclusive investment banker.
Buxbaum HCS, LLC, is the Debtors' financial advisors.  John P.
Nash Attorney, Inc., a Professional Corporation, is the Debtors'
special litigation counsel.  The Debtors have tapped Rochester,
Wong & Shepard, as special labor and employment counsel.

In its schedules, Evergreen Oil disclosed $83,739,748 in assets
and $89,302,759 in liabilities as of the Petition Date.

Alan I. Nahmias, Esq., and Russell H. Rapoport, at Mirman Bubman &
Nahmias LLP, represent the Official Committee of Unsecured
Creditors as counsel.


EVERGREEN OIL: Independent Tax Group Approved as Consultants
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Evergreen Oil and its parent,
Evergreen Environmental Holdings, to employ Independent Tax Group
as tax consultant.

As reported by the Troubled Company Reporter on May 30, 2013, the
firm, will among other things, provide these services:

a. determine from public records the appraisal method and the data
   employed by the local appraisal authority such as the County of
   Alameda in assessing the Newark Property;

b. develop an independent opinion of value of the Newark Property
   utilizing income, direct sales comparison, cost and comparable
   assessment approaches as applicable; and

c. determine the Assessor's proposed value, review the Assessor's
   proposed value and ITG's opinion of value with the Debtor, and
   recommend acceptance of the Assessor's value or appeal such
   valuation.

ITG will be paid a contingency fee equal to 35% of the documented
tax savings negotiated by ITG, through an appeal or otherwise.

For any services provided by ITG that are outside of the scope of,
and therefore not listed in, the Agreement, ITG will be entitled
to the payment of an hourly fee of $300 for consultant time and
$125 for administrative time.

                         About Evergreen Oil

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

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

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

The Debtors each estimated assets and debts of $50 million to
$100 million.


EVERGREEN OIL: Taps Rochester Wong as Special Labor Counsel
-----------------------------------------------------------
Evergreen Oil, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Rochester,
Wong & Shepard as special labor and employment counsel effective
June 11, 2013.

Since 1999, RWS has represented EOI in connection with its labor
and employment issues and disputes. EOI seeks to employ RWS as its
special labor and employment counsel so that RWS may continue to
represent EOI:

   a. in connection with its labor and employment issues and
      disputes;

   b. in labor and employment matters which may arise or become
      an issue in connection with the sale transaction
      contemplated by the Plan; and

   c. in any other labor and employment matters which may arise
      during the pendency of EOI's Chapter 11 case and for which
      EOI may request RWS's assistance.

William R. Shepard, Esq., will be the attorney at RWS primarily
responsible for the representation of EOI. Mr. Shepard's hourly
billing rate is normally $345; however, RWS has agreed that
Mr. Shepard's hourly rate will be $305 in connection with RWS's
representation of EOI in the case.

Mr. Shepard assures the Court that RWS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Evergreen Oil

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

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

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

The Debtors each estimated assets and debts of $50 million to
$100 million.


EVERGREEN OIL: Court Approves Revised Bid to Hire John Nash
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved Evergreen Oil, Inc.'s amended application to employ
John P. Nash as special litigation counsel.

As reported by the Troubled Company Reporter on May 30, 2013,
Evergreen Oil sought and obtained approval from the U.S.
Bankruptcy Court to employ Mr. Nash as special litigation
counsel.  The Debtors sought to employ JPNA as special litigation
counsel so that the firm may continue to represent the Debtors in
connection with the Timec litigation, the Rev Litigation, the VG
Claim and the Air product Claim; and to represent the Debtors in
any other litigation matters which may arise during the pendency
of the Debtor's chapter 11 cases and for which the Debtors may
request JPNA's assistance.  Mr. Nash's hourly billing rate is
$250.

On May 16, 2013, the Court entered an order denying the first
application for these reasons: (1) Mr. Nash (the principal of
JPNA) holds a stock option for 1,000 shares of stock in one of the
Debtor's parent company and stock options are an appearance of
conflict of interest; and (2) the Application did not
unambiguously state whether JPNA sought compensation pursuant to
11 U.S.C. Section 328 or 11 U.S.C. Section 330 as required by LBR
2014-1(b)(1)(A).

Mr. Nash later agreed to relinquish and waive the Stock Option.
Pursuant to papers filed by the Debtors, JPNA also seeks
compensation pursuant to 11 U.S.C. Section 330.

                         About Evergreen Oil

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

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

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

The Debtors each estimated assets and debts of $50 million to
$100 million.


EXIDE TECHNOLOGIES: Bankruptcy Professionals Hiring Approved
------------------------------------------------------------
Exide Technologies received the green light from the U.S.
Bankruptcy Court for the U.S. District Court for the District of
Delaware to employ Sheppard Mullin Richter & Hampton LLC as
special counsel, Pachulski Stang Ziehl & Jones LLP as special
conflicts counsel, Sitrick & Company as corporate communications
counsel, and GCG, Inc., as administrative agent.

                     About Exide Technologies

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

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

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

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

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

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


FLASHCOM INC: Court Enters Amended Ruling in Suit Against Sachs
---------------------------------------------------------------
Bankruptcy Judge Robert Kwan entered an Amended Supplemental
Memorandum Decision on Plaintiff's Motion for Entry Of Judgment
and Andra Sachs Defendants' Motion For Relief From Orders Pursuant
to Fed. R. Civ. P. 60 in the adversary complaint CAROLYN A. DYE,
Liquidating Trustee, Plaintiff, v. ANDRA SACHS; COMMUNICATIONS
VENTURES III, L.P.; COMMUNICATIONS VENTURES III CEO &
ENTREPRENEURS FUNDS L.P.; MAYFIELD IX, a Delaware Limited
Partnership; MAYFIELD ASSOCIATES FUNDS IV, a Delaware Limited
Partnership; DAVID HELFRICH; TODD BROOKS; BRADFORD SACHS; RICHARD
RASMUS; and KEVIN FONG, Defendants, Adv. No. 2:12-AP-01339-RK.

In the original Memorandum Decision entered on March 5, 2013, the
Court ruled that it would grant the motion of defendants Andra
Sachs, Ashby Enterprises and Max-Singer Partnership (collectively
"Andra Sachs Defendants") for relief under Rule 60 of the Federal
Rules of Civil Procedure.  However, in its original memorandum
decision, the Court did not address the argument of plaintiff
Carolyn Dye, Liquidating Trustee that such relief is precluded by
the United States Supreme Court's decision in United Student Aid
Funds, Inc. v. Espinosa, 559 U.S. 260, 130 S.Ct. 1367 (2010).

By its Amended Supplemental Memorandum Decision dated June 24,
2013 available at http://is.gd/SGAkHbfrom Leagle.com, the Court
addresses and rejects the Trustee's argument.  The amended
supplemental memorandum decision amends the Court's supplemental
memorandum decision filed and entered on March 4, 2013 to correct
factual inaccuracies in that decision referring to debtor as a
California corporation and to discuss the applicable interest rate
on the judgment to be entered on the Trustee's motion after
consideration of the supplemental briefing on that issue ordered
after the supplemental memorandum decision was filed and entered
on March 4, 2013.

                       About Flashcom Inc.

Internet service provider Flashcom Inc. sought Chapter 11
bankruptcy protection in Santa Ana, Calif., on Dec. 8, 2000.  The
firm listed assets of $94 million and $55 million of debts as of
Oct. 31, 2000.  The following year the Bankruptcy Court approved
Covad Communications's offer to purchase all of the Covad supplied
Flashcom DSL customers for a combination of cash and debt
forgiveness.  Covad provided up to $750,000 in both cash and debt
forgiveness up front, and was to pay up to an additional $2.75
million more depending on how many Flashcom lines migrated through
the Covad Safety Net program.


FIRST PHILADELPHIA: Balks at Susquehanna Bank's Dismissal Bid
-------------------------------------------------------------
First Philadelphia Holdings, LLC has opposed to Susquehanna Bank's
motion to dismiss the case or, in the alternative, for relief from
the automatic stay to prosecute a foreclosure action as to the
real property located at 6501 New State Road also known as Tacony
Street, Philadelphia, Pennsylvania.

According to the Debtor, among other things, cause does not exist
to dismiss the case.

As reported by the Troubled Company Reporter on April 19, 2013,
the Bank claimed that the Debtor hasn't paid any monies since 2010
and isn't paying real estate taxes assessed against the mortgaged
property.

According to the Bank, in December 2012, the Debtor was obliged to
pay $100,759.37 to satisfy part of the real estate taxes due and
owing.  According to the Bank, the balance due to the Bank on the
judgment is $5.63 million as of April 8, 2013.

According to the Bank, the Debtor failed to make payment in full
due on Jan. 1, 2011.  The Bank said that despite demand and
notices of default, the Debtor and the Guarantors didn't cure that
default.  As of March 21, 2011, the Debtor and the Guarantors owed
the Bank $5.03 million.

                     About First Philadelphia

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


GMX RESOURCES: Expects to File Plan Following Auction Sale
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc. encountered no opposition and won
an extension until Oct. 28 of the exclusive right to propose a
Chapter 11 plan.

According to the report, the Oklahoma City-based company filed for
Chapter 11 protection in early April after negotiating a debt-swap
agreement with secured lenders.  The auction will take place
Aug. 28 under procedures approved in June by the U.S. Bankruptcy
Court in Oklahoma City.  The hearing to approve the sale will take
place Sept. 10.  In case there's competitive bidding, the assets
will be offered for sale in bulk and piecemeal.  Therefore,
bidders can make offers for individual assets or groups of assets.

The report notes that competing bids are due Aug. 21.  GMX said it
can't propose a plan until the results of auction are known.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

The Official Committee of Unsecured Creditors tapped Winston &
Strawn LLP as its counsel.


HALLWOOD GROUP: Extends Deadline to File Proxy Statement
--------------------------------------------------------
The Hallwood Group Incorporated and HFL Merger Corporation have
amended their Agreement and Plan of Merger dated June 4, 2013, to
extend the period within which the parties must prepare and file
the Proxy Statement and Schedule 13E-3.

Section 5.4(a) of the Merger Agreement provides, among other
things, that each of the parties would use its commercially
reasonable efforts to prepare and cause the Proxy Statement and
Schedule 13E-3 to be filed with the Securities and Exchange
Commission as promptly as reasonably practicable after the date of
the Merger Agreement.  The parties agreed that it would not be
commercially reasonable to file the Proxy Statement and Schedule
13E-3 prior to Oct. 31, 2013.  As a result, the Company will not
have any obligation to file the Proxy Statement, and no party will
have any obligation to file Schedule 13E-3, prior to Oct. 31,
2013.

The parties also changed the form of Exhibit A to the Merger
Agreement to reflect that the name of the surviving corporation
after the effective date of the Merger will be The Hallwood Group
Incorporated.  All other provisions of the Merger Agreement remain
in effect.

The Board of Directors of the Company, by affirmative vote of all
of the members of the Board of Directors of the Company other than
Mr. Anthony Gumbiner, acting upon the unanimous recommendation of
the Special Committee, has (i) determined that it is in the best
interests of the Company and its stockholders, and declared it
advisable, to enter into the Amendment, (ii) approved the
execution, delivery and performance of the Amendment.

The Board of Directors of HFL and the Board of Directors of
Hallwood Financial Limited, HFL's parent, have each unanimously
approved the Amendment.

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

                        http://is.gd/E932xe

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HALLWOOD GROUP: Hallwood Trust Held 65.7% Equity Stake at July 11
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hallwood Trust and Anthony Joseph Gumbiner
disclosed that, as of July 11, 2013, they beneficially owned
1,001,575 shares of common stock of representing 65.7 percent of
the shares outstanding.  A copy of the amended regulatory filing
is available for free at http://is.gd/qBDPIE

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HARDAGE HOTEL: 2nd Amended Reorganization Plan Declared Effective
-----------------------------------------------------------------
Hardage Hotels I, L.L.C. has emerged from bankruptcy protection.
It notified the U.S. Bankruptcy Court for the Western District of
Texas that the effective date of its Second Amended Plan of
Reorganization occurred on May 30, 2013.

On March 22, 2013, the Court entered an order confirming the
Second Amended, as supplemented.  The Court approved the
Disclosure Statement on March 6.

According to the Disclosure Statement, on the Effective Date, the
secured claim of Security Bank of Kansas City (Class 1) will be
fully and finally allowed in the amounts set forth in Claim No. 64
filed by SBKC and in accordance with the SBKC Loan Modification
Agreement and SBKC will retain its liens on the Kansas City Hotel,
Newark Hotel and Overland Park Hotel, under existing loan and
security agreements.  Pursuant to the SBKC Loan Modification
Agreement, the principal balance of the SBKC Secured Claim (other
than the Tax Loan) will be amortized based upon a twenty (20) year
amortization schedule.  On the Maturity Date (as such term is
defined in the SBKC Loan Modification Agreement), all principal,
interest and other charges will be due and payable in full.

The Tax Loan will mature on March 31, 2014, and all other terms of
the Tax Loan will remain unchanged from the treatment set forth in
the May 2011 Modification except the rate of interest will be 6%
per annum.  SBKC will enter into a that Senior Intercreditor
Agreement with OneWest Bank FSB.

On the Effective Date, the OneWest Bank FSB Secured Claim (Class
3) will be fully and finally allowed in the approximate amount of
$21,000,000.  OneWest will receive the treatment provided by the
OWB Restructured Loan Documents and will be vested with, and/or
retain, all of the legal, equitable, and contractual rights set
forth in the OWB Restructured Loan Documents.  The Hardage Suite
Loan Documents, the Woodfin Loan Documents, and the Original
Guaranties will be cancelled pursuant to the terms of the OWB
Restructured Loan Documents.  In addition, concurrently with the
closing of the sale of the Clive Hotel pursuant to the Clive Asset
Purchase Agreement or other Third Party Sale of the Clive Hotel,
the Debtor and/or the Reorganized Debtor will pay to OneWest in
immediately available funds through the escrow established for
such sale an amount equal to 50% of the Net Proceeds derived from
such sale and otherwise in accordance with the terms and
conditions set forth in Section 8.03 of the OWB Restructured Loan
Agreement.

Each Holder of an Allowed General Unsecured Claim (Class 4) will,
in full and final satisfaction of such Allowed General Unsecured
Claim, be paid in Cash, in full, on the later of: (i) the
Effective Date; and (ii) if such General Unsecured Claim is not
Allowed due to an objection, and is Allowed after the Effective
Date, the date upon which there is a Final Order allowing such
Unsecured Claim.

Membership Interests (Class 8) in the Debtor are Unimpaired.
HSH I, Inc., a Delaware corporation, and HARDAGE HOTELS, LLC, a
Delaware limited liability company, will retain their Membership
Interests in the Reorganized Debtor in exchange for the
contribution of $1,191,559.00 in cash to be distributed as set
forth in Section 8.04 of the Plan on or before the Effective Date.

A copy of the Disclosure Statement (Solicitation Version) is
available at http://bankrupt.com/misc/hardagehotels.doc339.pdf

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a Delaware
limited liability company formed in 1995 and is headquartered in
San Diego, California.  The Debtor owns and operates seven hotels
in seven states under the brand name of "Chase Suites".  The
hotels are located in El Paso, Texas; Overland Park, Kansas;
Newark, California; Kansas City, Missouri; Clive, Iowa; Lincoln,
Nebraska; and Dublin, Ohio.

The Debtor is a borrower under several different secured credit
facilities and, as of the Petition Date, has total outstanding
secured debt in the aggregate amount of $43,658,895.81, plus
accrued interest thereon.

Beginning in 2010, the Debtor began negotiations with OneWest Bank
FSB, seeking to restructure the OneWest Secured Claim.  Ultimately
the negotiations broke down, and on Jan. 13, 2012, OneWest posted
a notice of foreclosure sale for the El Paso Hotel.  The
foreclosure sale was scheduled to take place on March 6, 2012.  On
March 6, 2012, the Debtor commenced the Bankruptcy Case.

Judge H. Christopher Mott presides over the Chapter 11 case.  Trey
A. Monsour, Esq., at Haynes and Boone LLP serves as attorneys, and
Transitional Finance Partners as its financial advisor.  The Court
also authorized the employment of K&L Gates, LLP as co-counsel.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in the
Chapter 11 case.


HEMCON MEDICAL: BofA Balks at Bonus Claims
------------------------------------------
In the Chapter 11 case of HemCon Medical Technologies, Inc., Bank
of America, N.A., as lender and administrative agent for certain
other lenders, on June 14 objected to these claims for
compensation: Barry Starkman asserts $150,000; Nicholas Hart
asserts $142,000; Stuart Sands asserts $40,000; and Michelle Sells
asserts $10,000.  The claims are on account of bonuses.

BofA requests for the basis for the bonuses and how they are
calculated.  BofA asserts that the proofs of claim submitted by
the claimants are inadequate to establish that the requested
bonuses were earned.

Mark D. Northrup at Graham & Dunn, PC represents Bank of America

The Bankruptcy Court on May 29 entered an order discharging HemCon
Medical Technologies from, among other things:

   a) any debt that arose prior to the date of entry of the
      order confirming the plan and from any kind of debt
      specified in Section 502(g), (h) or (i) or the Bankruptcy
      Code; and

   b) any judgment is void to the extent it is a determination
      of the Debtor's liability with respect to any discharged
      debt.

Judge Elizabeth Perris on May 6 confirmed the Debtor's Fifth
Amended Plan of Reorganization after determining that the Plan
satisfies the requirements under Section 1129 of the Bankruptcy
Code.

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.


HOSTESS BRANDS: Iconic Snack Cakes to Hit Shelves After Asset Sale
------------------------------------------------------------------
Staging the "Sweetest Comeback in the History of Ever," Hostess(R)
snack cakes have officially returned on July 15 in blockbuster
fashion.  Company executives, family members of Twinkie founder
James Dewar and other Hostess fans gathered on July 15 to
celebrate the historic comeback at the Hostess bakery in Schiller
Park, Illinois, outside of Chicago, where Twinkies were born in
1930.

Approximately 100 million snack cakes, including Twinkies,
CupCakes and bags of Donettes, will hit store shelves over the
first two weeks of the comeback -- as will Zingers(R), HoHos(R),
DingDongs(R), fruit pies and mini muffins.  SnoBalls and SuzyQs
will return in the next few months.  Because of the overwhelming
demand, Hostess will have five times more Twinkies on the market
during the first two weeks of the comeback than during the same
two-week period last year.

The July 15 historic milestone comes four months after investment
firms Metropoulos & Co. and Apollo Global Management, LLC rescued
the brand, buying select assets out of bankruptcy and setting in
place bold plans to bring back iconic Hostess snack cakes.

"When Hostess products disappeared last year there was an
incredible groundswell of emotion from consumers who couldn't
imagine a world without Hostess snack cakes," said Dean
Metropoulos, CEO of Hostess Brands, LLC.  "That's why we're here
[Mon]day; America wanted its snacks back -- they wanted the
original and we're honored to make that happen.

"We are committed to investing in this company, reinvigorating
these beloved brands, innovating to meet evolving consumer
preferences with new products and continuing to bake the high-
quality, fresh and delicious snack cakes that have given Hostess
its enduring appeal," he added.  "Judging by the incredible
reception we've received, Hostess has a very exciting future."

Retail customers representing more than 100,000 stores placed
significant orders in advance of the comeback -- with orders
skyrocketing as news of the official comeback date broke.  Overall
demand is several times greater than levels experienced in prior
years.  The bakeries have been running at capacity, but because of
the extraordinary number of orders, it is possible that not all
stores will have all products on shelves immediately.

"Clearly retailers and consumers could not wait to have Hostess
snack cakes back in stores," said Rich Seban, President of Hostess
Brands, LLC.  "We are already hearing early reports of products
flying out of stores almost as fast as they've appeared on
shelves.  As orders have continued to pour in, we are doing
everything possible to fulfill them equally and timely for
everyone."

The "Sweetest Comeback in the History of Ever" tag line created
for the multi-million dollar integrated marketing, advertising and
public relations campaign -- developed in connection with the
launch by Bernstein-Rein and LAK Public Relations -- signals a new
attitude for the brand and a push to broaden its appeal.

"Obviously there is considerable nostalgia associated with a brand
that for generations has been part of the fabric of America. But
there is also tremendous passion for the brand today among
consumers," said Daren Metropoulos, principal of Metropoulos & Co.
"This comeback has created a once-in-a-lifetime opportunity to
leverage the nostalgic sentiment and, at the same time,
reintroduce the Hostess brand with a bolder attitude and a more
contemporary voice."

"Hostess has an inherent cool factor -- a magical quality that has
transcended time and trends and given the brand a lasting appeal,
generation after generation," said Evan Metropoulos, principal of
Metropoulos & Co.  "There's no question the Hostess brand is back
- and back big."

In connection with [Mon]day's events, a Hostess food truck, along
with Twinkie the Kid, arrived in New York City's Rockefeller
Center to kick-off a coast-to-coast tour of Twinkie giveaways that
will end in Los Angeles in August.

Hostess products are currently being produced in four bakeries:
Schiller Park, Illinois; Emporia, Kansas; Columbus, Georgia; and
Indianapolis, Indiana.  Under the company's new distribution
model, Hostess products are delivered to retailers' warehouses,
rather than individual stores.  This will enable the company to
reach about 160,000 stores by the end of the year, including tens
of thousands of dollar stores, club stores, drug stores and
vending machines that were previously inaccessible.

"Our goal is as simple as it is ambitious: wherever consumers can
buy a candy bar, they should be able to purchase a Twinkie," added
Dean Metropoulos.

The company's new owners, which emerged as winning bidders for the
majority of Hostess' snack cake business on March 12, 2013, plan
to invest approximately $100 million this year making upgrades to
bakeries and facilities.  In addition, plans are underway to open
a fifth bakery next year, at a cost of $75-80 million, in a yet to
be determined location.

Working with the new owners in connection with this historic
comeback have been Acosta Sales & Marketing, which has been
instrumental in merchandising activities and helping to facilitate
Hostess' expanded reach; Lean Logistics, which has facilitated
logistics and distribution; and Accenture, which has played a key
role in the implementation of new IT systems.

                       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: U.S. Trustee, Ex-CEO Say Auction Floor Too Low
------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Trustee's Office and the founder and former CEO of bankrupt
plastic pallet maker iGPS Co. blasted the company's sale plan,
arguing that the $36 million auction floor is too low for a debtor
they say could have more than $500 million in assets.

According to the report, U.S. Trustee Roberta A. DeAngelis and
former iGPS CEO Bobby L. Moore argue that when the value of all of
the company's pallets is factored, the debtor has assets of
between $400 million and $590 million.

                          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%.


JEFFERSON COUNTY: Bondholders Appeal Ruling on Attorneys' Fees
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, is being called upon to
defend the decision handed down in June by the bankruptcy judge
concluding that the county can pay some of its legal expenses from
sewer income that otherwise would go to holders of sewer bonds.

According to the report, the bondholders' indenture trustee and
bond insurance companies filed their appeal last week from the 51-
page, singled-spaced opinion handed down by U.S. Bankruptcy Judge
Thomas B. Bennett in Birmingham, Alabama.  Judge Bennett ruled
that the county could charge some of its legal expenses from the
Chapter 9 municipal bankruptcy to sewer bondholders under Section
928(b) of the Bankruptcy Code even though the costs were not
operating expenses of the sewer system.

The report notes that the June opinion was the third in what could
be four opinions defining how much sewer revenue the county can
retain before paying the reminder to bondholders.  Judge Bennett
will hold a hearing on Aug. 6 for approval of disclosure materials
explaining the county's Chapter 11 plan based on a settlement with
holders of more than 75 percent of the $3.2 billion in sewer debt.

The report relates that sewer bondholders will receive 65 percent
in cash.  If they elect to waive claims against JPMorgan Chase &
Co. and bond insurers, they receive 80 percent in cash.

The lawsuit over control of the sewers and revenue is Bank of New
York Mellon v. Jefferson County, Alabama (In re Jefferson County,
Alabama), 12-00016, U.S. Bankruptcy Court, Northern District
Alabama (Birmingham).

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff&
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of 78
percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid $1.84
billion through a refinancing, according to a term sheet.  The
settlement calls for JPMorgan Chase & Co., the owner of $1.22
billion in bonds, to make the largest concessions so other
bondholder will recover more.


JERRY HERLING: Ruling in Dispute v. Wyoming Machinery Reversed
--------------------------------------------------------------
JERRY HERLING, Appellant (Defendant), v. WYOMING MACHINERY CO., a
Wyoming corporation, Appellee (Plaintiff), No. S-12-0227 (Wyo.),
involves a complicated series of events that have so far led to
litigation in as many as three Wyoming district courts, a jury
trial in the United States District Court for the District of
Wyoming, a bankruptcy proceeding in California, and an appeal
before the Supreme Court of Wyoming.

Jerry Herling Construction, Inc., contracted with Wyoming
Machinery for rental and service of earthmoving equipment, but
defaulted on the payments due under the agreement. Wyoming
Machinery seeks to enforce personal guaranties of JHCI's
performance against Jerry Herling, JHCI's CEO.  Mr. Herling argues
that an assignment of JHCI's retainage account and a settlement
between other parties released him from his guaranties.

In a July 10, 2013 ruling available at http://is.gd/X8aZHOfrom
Leagle.com, the Supreme Court of Wyoming agrees with the trial
court that Wyoming Machinery was entitled to judgment against Mr.
Herling on his guaranties as a matter of law, but finds that there
are genuine issues of material facts as to the correct amount of
the judgment.

According to the Supreme Court, the district court properly
concluded that JHCI's assignment of retainage and Wyoming
Machinery's settlement agreement with Tetra Tech and Safeco did
not release Herling from his personal guaranties as a matter of
law. There are no genuine issues of material fact as to Wyoming
Machinery's claim that JHCI owed it $1,383,472.93 and that Mr.
Herling guaranteed payment of that amount as a matter of law.
However, Mr. Herling successfully raised genuine issues of
material fact as to the ownership of the funds in JHCI's retainage
account with Tetra Tech, and therefore as to whether he was
entitled to credit for the $500,000 settlement.

"We accordingly reverse and remand for further proceedings to
determine the correct amount of the judgment to be awarded to
Wyoming Machinery," the Supreme Court said.

Carissa D. Mobley, Esq., and Cameron S. Walker, Esq. --
carissa@schwartzbon.com and cam@schwartzbon.com -- at Schwartz,
Bon, Walker & Studer, LLC, in Casper, Wyoming, represent Mr.
Herling.

Timothy M. Stubson, Esq. -- tstubson@crowleyfleck.com -- at
Crowley Fleck, PLLP, also in Casper, represents Wyoming Machinery.

Based in Banning, California, Jerry Herling Construction, Inc.
filed for Chapter 11 protection (Bank. C.D. Calif. Case No.
10-20032) on April 5, 2010.  Judge Deborah J. Saltzman presides
over the case.  Lazaro E. Fernandez, Esq., represents the Debtor.
The Debtor estimated both assets and debts of between $1 million
and $10 million.


JETSTAR PARTNERS: Consummates Confirmed Plan, Wants Case Closed
---------------------------------------------------------------
Jetstar Partners, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas to enter a final decree closing the
Chapter 11 case.

The Debtor certifies that the Plan of Reorganization, as confirmed
by the Court, has been fully administered.

As reported by the Troubled Company Reporter on Jan. 31, 2013,
Bankruptcy Judge Harlin DeWayne Hale approved the Debtor's Plan
and explanatory Disclosure Statement.  No objections to
confirmation of the Plan were filed.

The Confirmation Order defeated the motion filed by Madison
J-Star, Ltd., successor in interest to Symetra Life Insurance
Company, to convert the chapter 11 case to Chapter 7. (Troubled
Company Reporter, Jan. 28, 2013)

A copy of the Court's Jan. 29, 2013 Findings of Fact, Conclusions
of Law and Order Approving Disclosure Statement and Confirming
Debtor's Plan Of Reorganization is available at
http://is.gd/V3KTgSfrom Leagle.com.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  In its
schedules, the Debtor disclosed $11,435,476 in total assets and
$7,860,399 in total liabilities.  Judge Harlin DeWayne Hale
oversees the case.

Heather H. Hobe at Bell Nunnally & Martin LLP represents the
Debtor in its restructuring effort.


JGKM ASSOCIATES: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: JGKM Associates, LLC
                2093 NE Front Street, Suite 101
                Milford, DE 19963

Case Number: 13-11735

Involuntary Chapter 11 Petition Date: July 9, 2013

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioners' Counsel: John D. McLaughlin, Jr., Esq.
                      CIARDI CIARDI & ASTIN
                      919 North Market Street, Suite 700
                      Wilmington, DE 19801
                      Tel: (302) 658-1100
                      Fax: (302) 658-1300
                      E-mail: jmclaughlin@ciardilaw.com

Alleged creditors who signed the petition:

  Petitioner               Nature of Claim        Claim Amount
  ----------               ---------------        ------------
Horizon Waste Service    Contract               $10,233
700 Brook Road
Conshohocken, PA 19428

Mitts Law LLC            Contract               $53,890
Two Logan Square 18th &
Arch Streets,
12th Floor
Philadelphia, PA 19103

Antenucci Electric Inc   Contract               $22,680
242 Josephine Ave.
West Conshohocken,
PA 19428


K-V PHARMACEUTICAL: Files New Plan for Subordinate Creditor Buyout
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. filed a revised reorganization
plan and disclosure materials July 11 reflecting a compromise
where junior creditors can buy the lion's share of the reorganized
business.

According to the report, last month, the bankruptcy court approved
an agreement for exit financing and a stock-purchase agreement
together providing enough cash to pay off senior secured
noteholders in full, in cash, with interest.  As originally filed
in January, the reorganization plan called for holders of $225
million in first-lien notes to become the new owners through a
debt swap.  Now, it will be holders of $200 million in convertible
notes who in large part will be the owners on emergence from
bankruptcy.

The report notes that a final hitch was worked out last month when
holders of convertible subordinated notes agreed that Silver Point
Finance LLC, one of the senior noteholders, could participate in
the buyout group.  On account of the $200 million owing on the
convertible debt, holders will receive 7 percent of the
reorganized company's stock, for a predicted recovery of 10.9
percent, according to the revised disclosure statement.

The report relates that general unsecured creditors with claims
ranging between $13.9 million and $18.3 million will share a pot
of $10.25 million in cash, for a recovery of 57.2 percent to 73.6
percent.  The convertible note holder group and Silver Point will
help finance the plan by purchasing 1.85 million shares for $20
each.

An additional 72.2 percent of the new stock will be sold to
convertible noteholders in a rights offering for $20 a share.  The
offering is backstopped by the same investor group and Silver
Point.  As a fee for the backstop, the investors and Silver Point
will be given 5 percent of the new stock.

The convertible note holder group includes Capital Ventures
International, Greywolf Capital Overseas Master Fund and an
affiliate, and Kingdon Capital Management LLC.  Silver Point
serves as agent for senior noteholders in their roles as so-called
DIP lenders.  The senior noteholders contended earlier in the case
that the convertible noteholders were "out-of-the-money."

                      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.


K-V PHARMACEUTICAL: DB Shares Down to 0.0013% as of June 6
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Deutsche Bank AG and Deutsche Bank Securities Inc.
disclosed that, as of June 6, 2013, they beneficially owned
621 shares of Class A common stock of K-V Pharmaceutical Company
representing 0.0013 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/CCIgie

                     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.


KIT DIGITAL: Plan Support Agreement Approved
--------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the plan support agreement
entered into between KIT digital, Inc.; and shareholders JEC
Capital Partners, LLC, Stichting Bewaarder Ratio Capital Partners,
and Prescott Group Capital Management, L.L.C.

Under the PSA, the Plan Sponsor Group commits to purchase for $25
million shares of Class B Common Stock to be issued pursuant to a
Chpater 11 plan, which upon issuance will represent 89.29% of the
total number of shares of Class A Common Stock and Class B Common
Stock outstanding.

The PSA contemplates the following Plan distributions:

   * Administrative Claims and Priority Claims will be paid in
     full in cash.

   * Secured Tax Claims and Other Secured Claims are unimpaired.

   * Senior Secured Term Loan.  The loan under the Loan and
     Security Agreement, dated as of May 16, 2011, between KIT and
     Venture Lending & Leasing VI, Inc., will be impaired.  The
     WTI Loan will be paid on the Effective Date in cash at par,
     without any accrued postpetition interest, premium or
     penalty, including any pre-payment or change of control
     penalty.

   * Each holder of General Unsecured Claims will receive cash for
     the full amount of its allowed claim, without postpetition
     interest.

   * Each holder of an allowed Securities Litigation Claim (i.e.,
     the pending securities class action lawsuit and pending
     stockholder derivative suits) will be paid pro rata from all
     rights of the Company in and to available insurance proceeds.

   * In return for their equity interests in the Debtor the
     holders of equity interests will receive the Warrants.
     Holders of allowed Subordinated Claims, to the extent not
     otherwise covered by insurance proceeds, will be entitled to
     receive Warrants on a pro rata basis along with equity
     interests as a single class.

The Court also authorized the Debtor an expense reimbursement up
to $500,000, and a break-up fee of $1.5 million.  The Break Up Fee
and the Expense Reimbursement will constitute allowed
administrative expenses against the Debtor's estate pursuant to
Section 503 of the Bankruptcy Code.

The Debtor is represented by Robb Tretter, Esq., and Jennifer
Feldsher, Esq., at Bracewell & Giuliani LLP, in New York.

JEC Capital LLC is represented by Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York.  Prescott
Group Capital Management is represented by Samuel S. Ory, Esq., at
Frederic Dorwart, Lawyers, in Tulsa, Oklahoma.

                 Creditors' Opposition to Plan

Lance Duroni of BankruptcyLaw360 reported that KIT Digital's
unsecured creditors joined a committee representing shareholders
and balked at the media software company's private equity-backed
reorganization plan, saying it runs afoul of the Bankruptcy Code's
repayment scheme and might not deliver on the promise of a full
recovery.

According to the report, in an objection filed in New York
bankruptcy court, KIT's official committee of unsecured creditors
expressed its opposition to the prepackaged plan. It said KIT has
repeatedly assured unsecured creditors that their claims will be
covered by the $25 million in cash, the report related.

Katy Stech writing for Dow Jones' DBR Small Cap reports that
creditors of KIT digital are protesting the company's bankruptcy
rescue plan -- a $25 million deal with investment funds that would
take over nearly 90% of its ownership -- over payments that they
said could unfairly flow to shareholders even if the company's
unsecured debts aren't paid off first.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent. accounting and acquisitions.


KIT DIGITAL: Creditors Oppose Plan Confirmation in August
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that after dropping hints for weeks, the Kit Digital Inc.
creditors' committee came out officially in opposition to court
approval of the Chapter 11 plan at an Aug. 15 confirmation
hearing.

According to the report, at first blush, creditor opposition is
unexpected given that court-approved disclosure materials say the
plan may pay unsecured creditors in full on their claims ranging
from $11.5 million to $14.85 million in the aggregate.
Advertising doesn't measure up to reality, according to papers the
committee submitted to the bankruptcy judge last week.  The
committee said the plan may generate as little as 40 percent of
unsecured claims.

The report notes that the official equity committee is urging
shareholders to vote against the plan.  The creditors' committee
argues that the plan violates the absolute priority rule because
shareholders will retain ownership without a guarantee of full
payment to creditors.  Kit filed for Chapter 11 reorganization in
late April after working out the plan in advance.  Three existing
shareholders are offering to pay $25 million for 89.3 percent of
the stock.  They are Prescott Group Capital Management, JEC
Capital Partners and Stichting Bewaarder Ratio Capital Partners.

The report discloses that according to an ad hoc group of other
stockholders, JEC is a private-equity investor affiliated with
Kit's chief executive.  The $3 million loan financing the Chapter
11 effort would convert into the other 10.7 percent of the stock
under the company's plan.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Has Court Authority to Employ Bracewell, Jones Day
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized KIT digital, Inc., to employ Bracewell & Giuliani LLP
as its lead restructuring counsel to be paid the following hourly
rates: $700-$930 for partners, $300-$700 for associates, and $140-
$270 for paralegals.

The primary counsel working on the Debtor's Chapter 11 case are
Jennifer Feldsher -- jennifer.feldsher@bgllp.com -- at $800 per
hour, Robert Burns -- robert.burns@bgllp.com -- at $875 per hour,
and Anna Rozin -- anna.rozin@bgllp.com -- at $555 per hour.

The Debtor also sought and obtained authority from the Court to
employ Jones Day as special counsel to, among other things:

   (a) advise the Debtor's Audit Committee with respect to matters
       related to an internal investigation, the investigation
       conducted by the U.S. Securities and Exchange Commission,
       and related matters;

   (b) represent the Debtor, at the Audit Committee's direction,
       in the SEC Investigation and any proceedings before the
       SEC; and

   (c) advise the Audit Committee with respect to other necessary
       and appropriate matters as requested by the Audit
       Committee.

Furthermore, the Debtor also sought and obtained Court authority
to employ Ropes & Gray LLP, as special litigation counsel.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Creditors' Committee Taps Odyssey as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of KIT digital, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Odyssey Capital Group as financial advisor to review and
analyze any potential plans of reorganization and perform any
valuation services in connection with those plans.

Odyssey states in court documents that it will not seek
compensation of more than $25,000 for services performed during
the initial compensation period.  The firm will be reimbursed for
any necessary out-of-pocket expenses, which will not be counted
towards the fee cap.  For other professional services, the firm
will be paid its customary hourly rates:

   Professional             Hourly Rate
   ------------             -----------
   Managing Partners           $550
   Directors                   $475
   Associates                  $425

G. Grant Lyon, president of Odyssey Capital Group, LLC, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the interests of the Creditors'
Committee.

A hearing on the employment application will be held on July 15,
2013, at 9:45 a.m. (prevailing Eastern Time).

The Creditors' Committee is represented by Cathy R. Herschopf,
Esq., Jeffrey L. Cohen, Esq., and Michael A. Klein, Esq., at
Cooley LLP, in New York.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Creditors' Committee Has Court Okay to Hire Cooley
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors appointed
in the Chapter 11 case of KIT digital, Inc., to retain Cooley LLP
as its lead bankruptcy counsel.

The firm, as lead bankruptcy counsel, will, among other things,
attend meetings on behalf of the Creditors' Committee, review
financial information furnished by the Debtors, negotiate the
budget and the use of cash collateral and DIP financing, and
review and investigate the liens of purportedly secured parties.

The following Cooley professionals are expected to provide
services to the Creditors' Committee:

   Professional              Status      Hourly Rate
   ------------              ------      -----------
   Cathy Hershcopf, Esq.     Partner         $795
   Jeffrey L. Cohen, Esq.    Partner         $695
   Michael A. Klein, Esq.    Associate       $665
   Dana S. Katz, Esq.        Associate       $475
   Robert Winning, Esq.      Associate       $435
   Rebecca Goldstein         Paralegal       $270

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

Cooley LLP may be reached at:

         Cathy R. Hershcopf, Esq.
         Jeffrey L. Cohen, Esq.
         Michael A. Klein, Esq.
         COOLEY LLP
         1114 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 479-6000
         E-mail: chershcopf@cooley.com
                 jcohen@cooley.com
                 mklein@cooley.com

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Equity Committee Can Retain Brown Rudnick as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Equity Security Holders
appointed in the Chapter 11 case of KIT digital, Inc., to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

As lead bankruptcy counsel, Brown Rudnick will, among other
things, assist and advise the Equity Committee in its discussions
with the Debtor and other parties-in-interest and represent the
Equity Committee before the Court.

Brown Rudnick will be paid $320 to $1,100 per hour for attorneys
and $265 to $370 per hour for paraprofessionals; and will be
reimbursed for any necessary out-of-pocket expenses incurred.  The
lead professionals expected to provide services to the Equity
Committee are William R. Baldiga, Esq. (to be paid $1,045 per
hour), Bennett S. Silverberg, Esq. (to be paid $775 per hour), and
Arkady A. Goldinstein, Esq. (to be paid $430 per hour).

Brown Rudnick LLP may be reached at:

         William R. Baldiga, Esq.
         Bennett S. Silverberg, Esq.
         Arkady A. Goldinstein, Esq.
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         Fax: (212) 209-4801
         E-mail: wbaldiga@brownrudnick.com
                 bsilverberg@brownrudnick.com
                 agoldinstein@brownrudnick.com

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Equity Committee Taps FTI as Financial Advisor
-----------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
Chapter 11 case of KIT digital, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
retain FTI Consulting, Inc., as financial advisor.

FTI will be paid a fixed amount of $125,000 for the first two
months and $100,000 per month thereafter, and a completion fee
equal to 2% of the incremental value over the stalking horse bid
capped at $1 million, plus reimbursement of actual and necessary
expenses incurred.

In addition, FTI will be paid its customary hourly rates with a
cap of $100,000 for services related to expert valuation services.
The firm's hourly rates are the following:

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

Steven Simms, a senior managing director with FTI Consulting,
Inc., assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Equity
Committee.

The Equity Committee is represented by William R. Baldiga, Esq. --
wbaldiga@brownrudnick.com -- Bennett S. Silverberg, Esq. --
bsilverberg@brownrudnick.com -- and Arkady A. Goldinstein, Esq. --
agoldinstein@brownrudnick.com -- at Brown Rudnick LLP, in New
York.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KNOWLEDGE UNIVERSE: S&P Puts 'CCC' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on U.S. early childhood education provider Knowledge
Universe Education LLC (KUE) on CreditWatch with positive
implications.

At the same time, S&P assigned KUE's $342 million credit facility
its 'B-' issue-level rating (at the same level as the corporate
credit rating), with a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.  The facility consists of a
$267 million term loan due 2019 and a $75 million revolving credit
facility due 2018.

The company will use the proceeds to refinance its existing 7.75%
$260 million senior unsecured notes due February 2015 and
$75 million revolving credit facility due June 2014.  The
transaction will extend debt maturities and reduce interest
expense.

"The CreditWatch listing reflects our expectation that KUE will be
able to maintain adequate liquidity and a sufficient margin of
compliance with financial covenants following completion of the
refinancing as proposed, despite our view that profitability will
remain weak, albeit slowly improving, and discretionary cash flow
will stay slightly negative," said Standard & Poor's credit
analyst Hal Diamond.  The company's still-elevated debt leverage
and capital spending requirements to maintain competitiveness of
its centers underpin S&P's assessment of its "highly leveraged"
financial profile.  S&P views KUE's business risk profile as
"vulnerable" because of the sensitivity of capacity utilization
rates to high unemployment, its low EBITDA margin relative to
peers due to low capacity utilization and a large number of
money-losing centers.  Also, slightly less than 25% of revenues
are derived from state and federal subsidized programs, which are
vulnerable to budget constraints.

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

The CreditWatch listing reflects S&P's expectation that it will
likely raise the corporate credit rating to 'B-' following the
completion of the refinancing.  An upgrade to 'B-' would also be
based on its expectation that the company will maintain adequate
liquidity, despite higher capital spending requirements and
cyclical operating performance.


LEE'S FORD: Exclusive Plan Filing Date Extended Until Aug. 31
-------------------------------------------------------------
Judge Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky, London Division, extended until Aug. 31,
2013, Lee's Ford Dock, Inc., et al.'s exclusive period to file a
plan of reorganization and until Oct. 30, 2013, their exclusive
period to solicit acceptances of that plan.

Judge Wise, in extending the Debtors' exclusivity periods, found
that the Debtors demonstrated the requisite "cause" for a limited
extension of exclusivity under Section 1121(d)(1) of the
Bankruptcy Code despite the objections raised by Branch Banking
and Trust Company and the United States Trustee.

Both BB&T and the U.S. Trustee argued that the Debtors have not
established "cause" to extend their period of exclusivity under
which to file a Plan under Section 1121(d)(1).  BB&T complained
that the Debtors will not be substantially prejudiced if they are
required to file their plan of reorganization and disclosure
statement before they resolve their purported claim with the U.S.
Army Corps of Engineers.  The Debtors, in their motion seeking
extension of their exclusivity periods, stated that the additional
time will be used for them to submit additional information to the
Corps, for the Corps to consider the information and issue its
decision on the Corps claim, and for the Debtors to formulate
their Chapter 11 plan in accordance with the decision.

Amelia Martin Adams, Esq., and Laura Day DelCotto, Esq., at
DELCOTTO LAW GROUP PLLC, in Lexington, Kentucky, represent the
Debtors.

Martin B. Tucker, Esq., at FROST BROWN TODD LLC, in Lexington,
Kentucky, represent BB&T.

Rachelle C. Dodson, Esq., Trial Attorney, in Lexington, Kentucky,
represent the U.S. Trustee.

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  The
Debtor disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.  The petition was signed
by James D. Hamilton, president.  Mr. Hamilton has been designated
as the individual responsible for performing the duties of the
Debtors.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint a committee should
interest developed among the creditors.


LEE'S FORD: Employs Smith Currie as Special Counsel
---------------------------------------------------
Lee's Ford Dock, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky, London
Division, to employ Smith, Currie & Hancock LLP as its special
counsel to advise and assist the Debtor in connection with its
pursuit of claims against the U.S. Army Corps of Engineers.

The Debtor will pay the firm $25,000 per month in the months of
June, July, and August 2013, which funds will be held in the
firm's escrow account pending further order of the Court.

Karl F. Dix, Jr., Esq. -- kfdix@smithcurrie.com -- a partner at
Smith, Currie & Hancock LLP, will be the firm attorney primarily
in charge of the engagement, and he may also work with his partner
in the firm's Washington, D.C. office, Alan Saltman, Esq. --
aisaltman@smithcurrie.com.

Mr. Dix's standard hourly rate is $380, and Mr. Saltman's standard
hourly rate is $485.  However, in exchange for the contingency fee
component in the engagement agreement between the Debtor and the
firm, the firm has agreed to reduce Mr. Dix and Mr. Saltman's
hourly rates for this matter by one-third to $245 and $325,
respectively.  The Debtor will also pay the firm's out-of-pocket
expenses.

According to Mr. Dix, the firm does not presently hold a retainer
of the Debtor's funds.  However, the firm has agreed to provide
the services provided that the Debtors pay the firm $25,000 per
month in the months of June, July, and August 2013.

Mr. Dix also assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does represent any interest adverse to the
Debtor's and its estate's.

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  The
Debtor disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.  The petition was signed
by James D. Hamilton, president.  Mr. Hamilton has been designated
as the individual responsible for performing the duties of the
Debtors.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint a committee should
interest developed among the creditors.


LOCATE MERGER: Moody's Assigns B3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Locate Merger Corp,
Inc., a new entity formed by funds advised and/or managed by
Leonard Green & Partners, L.P. that will merge into OPE USIC
Holdings, Inc., at transaction closing.

Moody's also assigned B2 ratings to Locate Merger Corp, Inc.'s
proposed first lien senior secured bank credit facilities,
consisting of a $75 million revolving credit facility due 2018 and
a $430 million term loan due 2020.

Moody's also assigned a Caa2 rating to the proposed $165 million
second lien senior secured term loan due 2021. The ratings outlook
is stable.

Proceeds from the proposed bank debt combined with an
approximately $310 million cash equity contribution will be used
to fund the acquisition of USIC and repay existing debt. The
assigned ratings are subject to review of final documentation.

The B3 CFR primarily reflects USIC's highly leveraged capital
structure -- in the form of pro-forma leverage of approximately
7.2 times (on a debt/EBITDA basis) for the LTM period ended March
31, 2013 (adjusted for the transaction and including Moody's
standard adjustments). Moody's expects that any incremental
improvement in USIC's leverage profile over the medium term, would
serve to reduce the company's financial risk, such that it becomes
more representative of the current B3 rating.

The existing ratings of United States Infrastructure Corporation
(old entity) were placed on review for downgrade reflecting the
expected weakening of credit metrics if the proposed transaction
closes. Upon closing of the transaction, Moody's expects to
withdraw these ratings.

Ratings assigned:

Locate Merger Corp, Inc.

  Corporate family rating at B3

  Probability of default rating at B3-PD

  Proposed $75 million first lien senior secured revolving credit
  facility due 2018 at B2 (LGD3, 36%)

  Proposed $430 million first lien senior secured term loan due
  2020 at B2 (LGD3, 36%)

  Proposed $165 million second lien senior secured term loan due
  2021 at Caa2 (LGD5, 88%)

Ratings placed on review for downgrade and to be withdrawn at
transaction closing:

United States Infrastructure Corporation (old entity)

  Corporate family rating at B2

  Probability of default rating at B2-PD

  $60 million first lien senior secured revolving credit facility
  due 2016 at B1 (LGD3, 33%)

  $190 million first lien senior secured term loan due 2017 at B1
  (LGD3, 33%)

Ratings Rationale

USIC's B3 CFR primarily reflects its high pro-forma leverage,
small scale, significant customer concentration and narrow service
offering. For the LTM period ended March 31, 2013, the company's
leverage on a debt/EBITDA basis is approximately 7.2 times (pro-
forma for the proposed transaction and including Moody's standard
adjustments). The B3 rating also considers longer-term pricing
pressures facing USIC due to its dependency on a small group of
customers for a majority of its business. Furthermore, the rating
takes into account the inherent cash flow seasonality of USIC's
business model and exposure to aggressive bidding from
competitors, weather-related disruptions and higher fuel prices,
any of which could weaken the company's cash flows from Moody's
current expectations.

These considerations are tempered by the company's leading market
position, its established and contractual relationships with blue-
chip utilities, and the legal requirement to locate and mark
utility infrastructure prior to initiation of any underground
excavation. The rating is also supported by USIC's solid execution
ability as evidenced by the company's recent track record of
operational improvement and successful integration of
transformative acquisitions.

The stable ratings outlook reflects Moody's expectation that
USIC's key credit metrics will improve incrementally to a level
that is more representative of the B3 corporate family rating.

Upward rating action could be considered should USIC generate
consistent positive free cash flow and sustain its Debt/ EBITDA
towards 5.5 times and (EBITDA-Capex)/ Interest towards 2.0 times.

Downward rating pressure could develop should USIC's liquidity
position become inadequate or should its earnings deteriorate such
that Debt/ EBITDA was sustained above 7.5 times or (EBITDA-Capex)/
Interest was sustained below 1.0 times.

United States Infrastructure Corporation, based in Indianapolis,
Indiana, is a provider of outsourced infrastructure locating and
marking services to telephone, electric, gas, cable and water
utilities across several regions in the United States. The company
is being acquired by funds advised and/or managed by Leonard Green
& Partners, L.P.

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


LOCATION BASED TECHNOLOGIES: Incurs $3.1 Million Net Loss in Q3
---------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $3.10 million on $755,179 of total net
revenue for the three months ended May 31, 2013, as compared with
a net loss of $1.83 million on $133,716 of total net revenue for
the same period during the prior year.

For the nine months ended May 31, 2013, the Company incurred a net
loss of $7.95 million on $1.55 million of total net revenue, as
compared with a net loss of $5.07 million on $368,440 of total
revenue for the nine months ended May 31, 2012.

As of May 31, 2013, the Company had $4.18 million in total assets,
$8.90 million in total liabilities and a $4.72 million total
stockholders' deficit.

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

                         http://is.gd/vn8jqr

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.


LONE PINE: S&P Lowers Corporate Credit Rating to 'CCC-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based independent
exploration and production (E&P) company Lone Pine Resources
Canada Ltd. to 'CCC-' from 'CCC+'.  At the same time, Standard &
Poor's lowered its issue-level rating on the company's senior
unsecured notes to 'C' from 'CCC-'.  The '6' recovery rating on
the notes is unchanged.  The ratings remain on CreditWatch with
negative implications.

"The downgrade reflects our assessment that Lone Pine could face a
default, distressed exchange, or redemption by Aug. 15, absent
unexpected and significantly favorable changes in the company's
circumstances," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "Although the note indenture allows Lone Pine an
additional 30-day grace period, we could lower the ratings if we
believe an interest payment will not be made.  We believe the
company did not comply with its current maximum leverage covenant
under its revolving credit facility as of June 30, 2013, and thus
we also believe its access to the revolver might be restricted.
Access to this revolving credit facility is an important component
of Lone Pine's liquidity; the company had minimal cash on hand,
C$20 million available under its revolver, and no other source of
liquidity as of March 31, 2012.  It has a C$10 million interest
payment due on Aug. 15.  Unless Lone Pine completes a strategic
transaction in the next few weeks, we believe the company might be
unable to make its next interest payment by mid-September," Ms.
Saha-Yannopoulos added.

The ratings on Lone Pine reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  The ratings also reflect what
Standard & Poor's views as Lone Pine's weak liquidity, non-
compliance with financial covenants, and possible default on
interest payment in mid-August.

Lone Pine is a small E&P company with most of its production from
Alberta.

S&P intends to resolve the CreditWatch placement before the end of
August, and sooner if Lone Pine announces any material
transaction.


MERRIMACK PHARMACEUTICALS: Offering 5MM Shares & $125MM Notes
-------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., has priced concurrent public
offerings of 5,000,000 shares of its common stock at a price to
the public of $5.00 per share and $125,000,000 aggregate principal
amount of its 4.50 percent convertible senior notes due 2020, in
each case, offered pursuant to Merrimack's effective Registration
Statement on Form S-3 and a related prospectus filed with the
Securities and Exchange Commission.  Merrimack has granted to the
underwriters in the common stock offering an option, exercisable
for 30 days, to purchase up to an additional 750,000 shares of its
common stock and granted to the underwriters in the Notes offering
an option, exercisable for 30 days, to purchase up to an
additional $18,750,000 in aggregate principal amount of Notes.

Merrimack expects to use the net proceeds from both offerings to
complete the clinical development of, seek marketing approval for
and fund pre-approval commercial efforts for MM-398 for the
treatment of patients with metastatic pancreatic cancer whose
cancer has progressed on treatment with the chemotherapy drug
gemcitabine, to partially fund the clinical development of other
clinical stage product candidates (including MM-398 for
indications other than pancreatic cancer), to fund pre-clinical
and research and development efforts and for other general
corporate purposes.

The Notes will bear interest at a rate of 4.50 percent per year,
payable semiannually on January 15 and July 15 of each year,
beginning Jan. 15, 2014.  The Notes will mature on July 15, 2020.
The Notes will be convertible, under certain circumstances and
during certain periods, at the option of the holder, based on an
initial conversion rate of 160.0000 shares of common stock per
$1,000 principal amount of Notes, which is equivalent to an
initial conversion price of $6.25 per share of common stock,
subject to adjustment in certain circumstances.  The initial
conversion price represents a conversion premium of 25 percent
over the public offering price in the common stock offering.
Following certain corporate events that occur prior to the
maturity date, Merrimack will increase the conversion rate for a
holder who elects to convert its Notes in connection with such a
corporate event in certain circumstances.  Upon any conversion of
the Notes that occurs while Merrimack's indebtedness to Hercules
Technology Growth Capital, Inc., under the Loan and Security
Agreement dated Nov. 8, 2012, between Merrimack and Hercules,
remains outstanding, the Notes will be settled in shares of
Merrimack's common stock.  Following the repayment and
satisfaction in full of Merrimack's obligations to Hercules under
the Loan and Security Agreement, upon any conversion of the Notes
the Notes may be settled, at Merrimack's election, in cash, shares
of Merrimack's common stock or a combination of cash and shares of
Merrimack's common stock.

J. P. Morgan Securities LLC and BofA Merrill Lynch are acting as
joint book-running managers of these proposed offerings.  Cowen
and Company, LLC, is acting as lead manager of the proposed common
stock offering and co-manager of the proposed Notes offering.
Oppenheimer & Co. Inc., Guggenheim Securities, LLC, and Brean
Capital, LLC, are acting as co-managers of the proposed common
stock offering.

Merrimack expects to close these offerings on or about July 17,
2013, and each closing is subject to satisfaction of customary
closing conditions.

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

                        http://is.gd/YHOFmU

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $127.32 million in total
assets, $159.46 million in total liabilities, a $32.06 million
total stockholders' deficit, and a $73,000 non-controlling
deficit.


NAMCO LLC: Plan Confirmation Hearing Set for Aug. 1
---------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved the disclosure statement explaining NAMCO
LLC's First Amended Chapter 11 Plan of Reorganization and
scheduled a hearing to consider confirmation of the Plan for
Aug. 1, 2013, at 2:00 p.m. (E.T.).

Objections to the confirmation of the Plan must be filed on or
before July 25.  All holders of claims in the voting classes must
complete, execute and return their ballots so that they are
received on or before July 26.

The Plan provides for the Debtor's emergence from the Chapter 11
Case, which the Company anticipates will occur in July, 2013.  The
Plan provides for the reorganization of the Company's capital
structure with all of the Company's issued and outstanding equity
interests being cancelled and new units of the Company being
issued to the plan sponsors who, together with "exit" lenders will
finance the Company's anticipated working capital needs.

The Plan Sponsors will commit to invest an aggregate capital
commitment of up to $3,000,000, of which $2,000,000 will be
invested as of the Effective Date, and in exchange will receive
100% of the New Equity Units issued by the Company.  Existing
Equity Interests of the Debtor will be cancelled.  Second Lien
Claims and General Unsecured Claims are impaired, but Holders of
such claims will receive their pro rata portion of cash and notes
on account of those claims.  Importantly, the proposed debt and
equity restructuring pursuant to the proposed Plan will enhance
the Debtor's liquidity and reduce its leverage.

Under the Plan, Holders of Allowed Class 4 General Unsecured
Claims will receive as follows:

   * its pro rata share of the proceeds of $2 million to be paid
     by the Reorganized Debtor on the Effective Date, payable as
     follows:

        -- $500,000 cash distribution on the Effective Date;

        -- an amount equal to one third of the remaining principal
           amount on each of the next three anniversaries of the
           Effective Date thereafter; and

   * its pro rata share of the proceeds in an aggregate amount
     equal to 5% of the net proceeds over $30 million from a sale
     of the Company,  payable if and only if the Reorganized
     Company is sold for more than $30 million within three years
     of the Effective Date.

A full-text copy of the Disclosure Statement dated June 20, 2013,
is available for free at http://bankrupt.com/misc/NAMCOds0620.pdf

Anthony M. Saccullo, Esq., and Thomas H. Kovach, Esq., at A. M.
SACCULLO LEGAL, LLC, in Bear, Delaware; and Michael S. Fox, Esq.,
Jordanna L. Nadritch, Esq., and Jonathan T. Koevary, Esq., at
OLSHAN FROME WOLOSKY LLP, New York, represent the Debtor.

                            About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NATIONAL ENVELOPE: Signs Up Support for $68MM DIP, Sale Plan
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that private-equity owned
NE Opco Inc., which does business as National Envelope, told a
Delaware bankruptcy judge it had reached a global settlement that
paves the way for final approval of its $67.5 million debtor-in-
possession financing and smooths its path toward a sale.

According to the report, National Envelope attorney John H. Knight
announced the agreement at a hearing in Wilmington, saying the
deal negotiated between the debtors, the DIP lender and secured
and unsecured creditors puts all the key parties on the same page.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NATIONAL SURGICAL: S&P Assigns 'B' Rating to $187.5MM Sr. Facility
------------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on National Surgical Hospitals Inc.  At
the same time, S&P assigned a 'B' issue-level rating to on the
company's proposed $187.5 million senior secured credit facility
with a recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.

"The ratings on National Surgical reflect its "weak" business risk
profile and "highly leveraged" financial risk profile.  Third-
party reimbursement risk is a key credit consideration," said
credit analyst John Bluemke.  "About 28% of its revenues are from
Medicare and Medicaid, which is similar to competitors AmSurg
(25%) and Symbion's (31%) levels, though National Surgical's
government pay as a percentage of revenue is somewhat higher than
United Surgical's 20%.  Medicare rates for outpatient surgery
centers increased 1.2% and 0.6% (before sequestration) for the
2012 and 2013 calendar years and the preliminary physician fee
schedule proposes a 3.5% increase for ambulatory surgery centers
in 2014."  Commercial reimbursement rates have increased
moderately.  With two-thirds of the company's operations
consisting of surgical hospitals (generally, higher acuity per
case), year-to-date outpatient revenue per case was up more than
10% in the first quarter of 2013.  At the same time, case volumes
declined by approximately 1.5%, reflecting the continued focus on
higher acuity cases.

S&P's stable rating outlook reflects its expectation that
operating trends will improve only modestly, driven by the
continued shift towards higher acuity cases.  However, any
potential EBITDA expansion will only modestly impact the company's
high adjusted leverage due to sponsor preferred equity.

                          UPSIDE SCENARIO

S&P views an upgrade as unlikely in the near term because of
National Surgical's significant debt leverage.  An upgrade would
likely require either a greater than 50% improvement in EBITDA or
reduction in debt, such that leverage would decline to below 5x
from over 10x.  This would require nearly $300 million of debt
reduction or nearly $60 million of EBITDA expansion.

                         DOWNSIDE SCENARIO

S&P could lower its rating if liquidity becomes strained to the
point that bank loan covenant cushions fell below 10%, and S&P
believed that the company would not be able to amend them.  This
could occur with a 100-basis-point decline in margin possibly
because of case volume declines or an unfavorable case mix shift.
Separately, S&P believes that if operating trends were
persistently negative because of high level of physician
departures, it would be less likely that banks would amend
covenants.


NAVISTAR INTERNATIONAL: GAMCO Held 6.5% Equity Stake at July 11
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management, Inc., and its
affiliates disclosed that, as of July 11, 2013, they beneficially
owned 5,207,893 shares of common stock of Navistar International
Corporation representing 6.48 percent of the shares outstanding.
GAMCO Asset previously reported beneficial ownership of
4,256,461 common shares or a 6.20 percent equity stake as of
Oct. 25, 2012.  A copy of the amended regulatory filing is
available for free at http://is.gd/Qbsk4t

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW ENERGY: Hearing Today to Approve Plan Outline
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
will convene a hearing on July 16, 2013, at 10:30 a.m., to
consider the adequacy of information in the Disclosure Statement
explaining the Chapter 11 Plan proposed by New Energy Corp., and
the Official Committee of Unsecured Creditors.

The Plan of Liquidation dated June 6, 2013, 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, Esq., at Freeborn & Peters LLP. Conway
MacKenzie, Inc., is its financial advisor.


NICHOLAS HOLDINGS: Court Issues Opinion on Chapter 7 Conversion
---------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich entered an Opinion in support
of his oral bench ruling and order dated May 15, 2013, for the
conversion of the bankruptcy case of Nicholas Holdings, Inc. into
a Chapter 7 proceeding.

The U.S. Trustee filed the Motion to Convert or Dismiss the case,
complaining of the Debtor's failure to file monthly operating
reports and failure to pay quarterly fees.  The operating reports
were subsequently filed, but only the night before the May 15
continued hearing on the Motion to Convert.

The Bankruptcy Court noted that the contents of the operating
reports were incomplete and appeared hastily thrown together
Moreover, Judge Raslavich said, there is highly probative evidence
of defalcation.  The Debtor's unexplained use of its DIP account
to buy an array of items which appear unrelated to the debtor's
business (e.g., Best Buy, WAWA, plane tickets) is gross
mismanagement of the highest order, the judge opined.

Considering the record evidence, Judge Raslavich concluded,
without hesitancy, that it would clearly be in the best interests
of the creditors of the estate if the Debtor were removed from
possession and the case converted to Chapter 7.

Nicholas Holdings, Inc., filed a Chapter 11 petition on Aug. 29,
2012 (Bankr. E.D.Pa., Case No. 12-18169).  The Debtor is co-owned
by William and Jill Nicholson.  It owns 26 rental properties and
is indebted to 9 different banks.

A copy of Judge Raslavich's June 5, 2013, Opinion is available at
http://is.gd/stvGQCfrom Leagle.com.

George Conway, Esq. -- GTConway@wlrk.com -- serves as attorney to
the Office of the United States Trustee.


NMP-GROUP: Bldg at Madison & 33rd Files Ch.11 to Stop Foreclosure
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NMP-Group LLC, the owner of 21 East 33rd Street in
Manhattan, filed a petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-bk-12269) on July 10 in New York to prevent a
foreclosure sale to take place later in the day.

According to the report, the property was acquired to be
redeveloped for retail and condominium units.  The mortgage is
$51.6 million.  The property is worth $68 million, according to
the owner.  The property is also known as 172-179 Madison Ave.


NORTEL NETWORKS: Fees to Be Reviewed by Court-Appointed Examiner
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals working for Nortel Networks Inc. and
its committees will now have their fees reviewed by a court
appointed fee examiner.

According to the report, U.S. Bankruptcy Judge Kevin Gross in
Delaware named Master Sidlow & Associates PC to review fee
requests before they are approved by the court.  Master Sidlow is
an accounting firm based in Wilmington, Delaware.  The
professionals will still be paid 80 percent of their fees before
approval by the court.

The report notes that Master Sidlow will review the thousands of
pages of details supporting monthly fee requests and give Gross an
opinion on whether requested fees comply with bankruptcy law.

The report relates that although Nortel generated $9 million from
liquidation of assets, a dispute over allocation is preventing
distributions to creditors.  Judge Gross previously said the
allocation dispute is keeping the case "tied up in knots seemingly
forever."

The report discloses that mediation failed to resolve the
allocation dispute, prompting Judge Gross and the court in Canada
to schedule trials next year on how to divide proceeds among
creditors in the U.S., Canada, and Europe.

                       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.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTH STAR CHARTERS: S&P Cuts Rating on 2009A, 2009B Bonds to C
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
to 'C' from 'CCC-' on the Idaho Housing & Finance Assn.'s
nonprofit facilities revenue bonds series 2009A and series 2009B
(taxable), both issued for the North Star Charter School Inc.
project.  S&P removed the ratings from CreditWatch and assigned a
negative outlook.

"The downgrade and negative outlook reflect our view of the
likelihood of a default during the next year," said Standard &
Poor's credit analyst Robert Dobbins.  "The charter school entered
into a one-year forbearance agreement effective June 6, 2013.
Under that agreement, North Star admitted that they have failed,
or would have failed to make a debt service payment but for the
execution of the forbearance agreement.  In addition, the trustee
permitted the charter school to use the repairs and maintenance
fund and other money set aside to secure the bonds to fund
operations during fiscal 2013," added Mr. Dobbins.

The charter school is not required to fund all of the fiscal 2014
debt service payments from operations.  North Star will only be
required to pay $360,000 in debt service out of operations for the
debt service payment due Jan. 1, 2014.  The remaining balance for
the Jan. 1, 2014 scheduled debt service payment will be delayed
until the expiration of the forbearance agreement, at which time
the remaining originally scheduled debt service amount and
repayment of the other money forwarded by the trustee will become
due.  It is S&P's understanding that a payment default has not yet
occurred.


OCALA FUNDING: Consummates Confirmed Chapter 11 Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocala Funding LLC, a subsidiary of previously
bankrupt Taylor Bean & Whitaker Mortgage Corp., implemented the
Chapter 11 plan on July 1 that the bankruptcy court in
Jacksonville, Florida, formally approved with a June 20
confirmation order.

According to the report, Ocala filed a reorganization plan in
February to implement an agreement reached before bankruptcy
with holders of almost all of Ocala's $1.5 billion in secured and
$800 million in unsecured claims.  The plan creates a trust to
prosecute lawsuits on behalf of creditors with more than
$2.5 billion in claims.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


ONCURE HOLDINGS: Withdraws Request to Employ CEO & Match Point
--------------------------------------------------------------
BankruptcyData reported that OnCure Holdings withdrew without
prejudice from U.S. Bankruptcy Court consideration its June 26,
2013 motion, pursuant to 11 U.S.C. Sections 105(a), 363(b) and
365, to (I) retain Match Point Partners and to (II) retain a chief
executive officer and certain additional officers and personnel in
each instance nunc pro tunc to the petition date or, in the
alternative, to assume the agreement by and between Match Point
Partners and OnCure Holdings.  No explanation was provided in the
notice of withdrawal, according to the report.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.


ORCHARD SUPPLY: Committee Says $176-Mil. Loan Not Needed
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the opinion of the official creditors' committee
of Orchard Supply Hardware Stores Corp., the company has positive
cash flow, "significant unencumbered assets," and no need for
$176 million in secured loans to finance the liquidating
Chapter 11 case.

According to the report, the committee said in a court filing that
the 75-day loan will cost about $6.5 million in interest and fees,
or 29 percent of what the chain of 91 hardware stores expects to
draw.  The bankruptcy court in Delaware will hold a hearing on
July 15 to consider approval of the loan.

The report notes that the creditors point out how Orchard's
subsidiary OSH Properties LLC, the owner of some of the real
estate, isn't liable to existing secured lenders.  The committee
doesn't want liens placed on OSH's property to ensure there will
be a "sizeable distribution to unsecured creditors."  The
committee contends that the DIP loan is a device to "shore up" the
lenders' pre-bankruptcy collateral, "all at the expense of
unsecured creditors."

According to the report, the committee calculates that Orchard at
most will need $10.2 million in incremental cash during the term
of the loan, not $58 million.  The panel says it "defies belief"
to say that there is no lender willing to lend $10.2 million on a
short-term revolving credit.

                       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.

Orchard's business goes up for auction on Aug. 14.  Assuming no
bidding, competitor Lowe's Cos. will buy 60 stores for $205
million under a contract signed before bankruptcy.

Orchard is already closing eight stores in going-out-of business
sales.  It has the right before July 31 to have the liquidator
shut other locations under the same terms.

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.


PLAYLOGIC ENTERTAINMENT: Suspending Filing of Reports with SEC
--------------------------------------------------------------
Playlogic Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission a Form 15 to voluntarily terminate the
registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934.  As of July 11, 2013, there were
333 holders of the common shares.  As a result of the Form 15
filing, the Company is suspending its obligations to file reports
with the SEC.

                   About Playlogic Entertainment

Playlogic Entertainment, Inc. (Nasdaq OTC: PLGC.OB)
-- http://www.playlogicgames.com/-- is an independent worldwide
publisher of digital entertainment software for consoles, PCs,
handhelds, mobile devices, and other digital media platforms.
Playlogic publishes and distributes products throughout all
available channels, both online and offline.  Playlogic is
headquartered in New York City and in Amsterdam, the Netherlands.

The Company's balance sheet at March 31, 2010, showed
$14.1 million in assets and $16.5 million of liabilities, for a
stockholders' deficit of $2.4 million.  As of March 31, 2010, the
Company has an accumulated deficit of approximately $82.8 million.

In July 2010 Playlogic Entertainment voluntary requested a delay
of payments, 'surseance van betaling', the Dutch equivalent
of Chapter 11, for its subsidiary Playlogic International N.V and
wholly owned subsidiary Playlogic Game Factory B.V.  Tough market
conditions, late payments by large customers and the delays in
projects have forced the company to seek protection under the
Dutch bankruptcy laws.


PMI GROUP: Justice Department Raises Solyndra Objections
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Tax Division of the U.S. Justice Department is a
sleeping giant that awakened to make law in two bankruptcy
reorganizations.

According to the report, after the reorganization plan for former
hospital operator LifeCare Holdings Inc. was approved, the Justice
Department filed an appeal to block a method of getting recoveries
for unsecured creditors when creditors with higher priorities,
such as the government, receive nothing.

The report notes that last week, the Justice Department opened a
second front to be fought at the July 18 confirmation hearing on
approval of the Chapter 11 plan for PMI Group Inc., the owner of a
mortgage insurance company taken over by regulators.  In PMI's
case, the government is attacking from two directions, by the
Justice Department and by the U.S. Trustee, the department's
bankruptcy watchdog.  The government said PMI hasn't conducted
business since the advent of the bankruptcy and has "no assets,
employees, or business prospects."  The entire purpose of PMI's
Chapter 11 plan is to preserve the use of "substantial tax
attributes" by attracting capital "to shield $2.4 billion of
taxable income that would otherwise be subject to a 35 percent
corporate tax rate," according to the U.S.

The report relates that PMI entered Chapter 11 with $165 million
in cash, which has grown to $200 million.  Almost all will be
distributed to creditors, throwing off a 29 percent recovery for
holders of $691 million in senior unsecured notes.  For general
unsecured creditors with $6.3 million to $10.3 million in claims,
the recovery is a projected 26 percent to 27 percent.  The U.S.
Trustee contended that the plan is a liquidation whereby PMI isn't
entitled to eradicate debt under Section 1141(d)(3) of the
Bankruptcy Code.  That section is designed, according to the
government, "to prevent trafficking in corporate shells."

The report says that the Tax Division contended that the plan
violates Section 1129(d) of the Bankruptcy Code because the
"principal purpose is the avoidance of taxes."  The PMI case is
the second time around for the government on this question.  The
department appealed from approval of the Chapter 11 plan for
former solar-panel maker Solyndra LLC, contending the primary
purpose was tax avoidance by preserving tax losses when there was
no ongoing business.  The government dropped the appeal in
December when the bankruptcy and district courts both denied stays
pending appeal.

The report discloses that in the LifeCare Holdings Inc.
reorganization, the Justice Department is mounting an appeal on
behalf of the Internal Revenue Service.  The government contended
LifeCare creditors used a concept known as gifting to direct $3.5
million to unsecured creditors, bypassing bankruptcy priorities
and leaving nothing for the government on its $24 million tax
claim that otherwise would come ahead of general creditors.

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.

As reported by the TCR on June 12, 2013, the Court has approved
the disclosure statement explaining PMI Group's plan of
reorganization and scheduled the confirmation hearing for July 18,
2013, at 11:00 a.m. (Prevailing Eastern Time).

                          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.


PRO-PAC INC: 7th Cir. Flips Ruling Against WOW's Tort Liability
---------------------------------------------------------------
Pro-Pac, Inc. was a packaging business that filed for Chapter 11
bankruptcy in 2006.  Pro-Pac then filed an adversary proceeding
against WOW Logistics Co., a logistics service provider, for
aiding and abetting a Pro-Pac employee's breach of fiduciary duty.
The bankruptcy court found that WOW had indeed aided and abetted
the Pro-Pac employee, for which tort the court attempted to
calculate the damages.  But the bankruptcy court instead thought
that its award to Pro-Pac had to rest on an independent unjust
enrichment claim.  On appeal, the district court ordered the
bankruptcy court to dismiss the case because the unjust-enrichment
argument had been introduced too late in the proceeding.  Pro-Pac
appealed from the district court's ruling, arguing that the
district court erred in dismissing the case and seeking
reinstatement of the bankruptcy court's ruling.

In a June 26, 2013 Per Curiam Decision available at
http://is.gd/d5KZZPfrom Leagle.com, the U.S Court of Appeals for
the Seventh Circuit agrees that the district court erred in
dismissing the case, but the bankruptcy court also erred in its
approach to Pro-Pac's damages.  Thus, the Appeals Court reverses
the judgment of the district court with instructions to remand to
the bankruptcy court.  On remand, the bankruptcy court should
reexamine the issues relating to a proper remedy for WOW's tort
liability.

The appeals case is PRO-PAC, INC., Plaintiff-Appellant, v. WOW
LOGISTICS COMPANY, Defendant-Appellee, Case No. 12-2976 (7th Cir.)

                          About Pro-Pac

East Troy, Wisconsin-based Pro-Pac, Inc., which offers marketing
consulting services, filed a voluntary Chapter 11 petition (Bankr.
E.D. Wis. Case No. 06-26608) on Nov. 20, 2006, in Milwaukee.
Jerome R. Kerkman, Esq., at Kerkman Law Office, Ltd., represents
the Debtor.


PROMOTORA DE INFORMACIONES: Spain's Media Giant Mulls Bankruptcy
----------------------------------------------------------------
Emily Glazer and Christopher Bjork writing for Dow Jones' DBR
Small Cap reports that Indebted Spanish media company Promotora de
Informaciones SA has weighed filing for Chapter 11 bankruptcy
protection in the U.S., according to several people familiar with
the matter, the latest indication of the troubled financial state
of Spain's largest media company.

Promotora de Informaciones, S.A (PRISA) is a Spanish media
conglomerate.  The PRISA group was founded in 1972 by Jes£s de
Polanco.  It is currently controlled by the Phoenix Group.


READER'S DIGEST: Unit's Plan Filing Deadline Extended to July 17
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended Direct Entertainment Media
Group, Inc.'s exclusive period to file a plan until July 17, 2013,
and its exclusive period to solicit acceptances of that plan until
Sept. 16.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

The plan in the new Chapter 11 case provides that holders of
allowed general unsecured claims in such sub-class will receive
their pro rata share of the GUC distribution; holders of allowed
general unsecured claims of Reader's Digest will also receive
their pro rata share of the RDA GUC distribution and the senior
noteholder deficiency claims in such sub-class will be deemed
waived solely for purposes of participating in the GUC
distribution and the RDA GUC distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


RESERVES RESORT: Case Converted to Chapter 7 Amid Mismanagement
---------------------------------------------------------------
Bankruptcy Judge Kevin Gross converted the Chapter 11 cases of
Reserves Resort, Spa & Country Club LLC and Abraham P. Korotki,
saying the "Debtors are plagued by mismanagement."

"The Court's decision to convert these cases is in no small
measure the result of Mr. Korotki's conduct. He showed an absence
of respect for Chapter 11's requirements by borrowing funds
without the Court's approval and treating income as his own rather
than accounting for such income and depositing it in the proper
debtor-in-possession account. Additionally, Mr. Korotki's
testimony at the [June 12] Hearing troubled the Court.  As an
attorney and sophisticated businessman, Mr. Korotki's testimony
was evasive and non-responsive to questions. The Court concluded
that Mr. Korotki was not a credible witness. The significance of
the Court's conclusion that Mr. Korotki is not credible is that it
supports the conclusion that Mr. Korotki cannot be trusted to
investigate let alone pursue potential causes of action."

Mr. Korotki is the sole member and manager of entities that
involve a real estate development in Sussex County, Delaware,
known as "The Reserves Resort, Spa and Country Club".  The
entities include: The Reserves Development Corporation; Reserves
Development LLC; Reserves Resort, Spa and Country Club LLC; The
Reserves Management Corporation; and Reserves Management LLC. Mr.
Korotki formerly also controlled STL Development Corporation and
ST2K, LLC.

Several creditors and the Office of the United States Trustee
moved to convert the cases.

A copy of the Court's July 12, 2013 Memorandum Opinion is
available at http://is.gd/HZrXfMfrom Leagle.com.

Ventnor, New Jersey-based Reserves Resort, Spa & Country Club LLC
and Abraham P. Korotki filed for Chapter 11 (Bankr. D. Del. Case
Nos. 12-13316 and 12-13317) on Dec. 10, 2012.  Judge Kevin Gross
oversees the case.  Adam Hiller, Esq. -- ahiller@hillerarban.com
-- at Hiller & Arban, LLC, serves as the Debtors' counsel.  In its
petition, Reserves Resort estimated $1 million to $10 million in
both assets and debts.  A list of the 12 unsecured creditors is
available for free at http://bankrupt.com/misc/deb12-13316.pdf
The petition was signed by Abraham Korotki, manager/member.

Immediately upon filing the cases, the Debtors filed a joint plan
and disclosure statement.  The U.S. Trustee objected to the
Disclosure Statement and the Debtors have not pursued its
approval.


RESIDENTIAL CAPITAL: Abandoning 68 Acres of Land Near Jacksonville
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC is walking away from
ownership of 68 acres of raw land near Jacksonville, Florida,
assuming the bankruptcy court in New York gives approval at a July
26 hearing.

According to the report, the land is owned by a unit of ResCap's
bankrupt affiliate DOA Holding Properties LLC, which invested in
residential housing developments.  The property is "unmarketable,"
ResCap said in a court filing.  The public authority responsible
for infrastructure development obtained a $6 million judgment
against the property on account of unpaid assessments, akin to
taxes.  The debt can only be collected by foreclosing on the
property and isn't an obligation to be paid under ResCap's pending
Chapter 11 plan.

The report notes that ResCap is asking the court for authority to
abandon the property, which would have the effect of allowing the
development authority to foreclose and take title.  There's also
$1.8 million in property taxes owing on the land.  The property
was intended to be part of a 1,313-acre master planned community.

The report relates that the disclosure statement explaining
ResCap's reorganization plan comes up for approval on Aug. 21 in
bankruptcy court.  Junior secured creditors are being told they
stand to recover 71.4 percent to 77.1 percent on their $2.223
billion in claims, in large part due to the settlement where
ResCap's parent Ally Financial Inc. will pay $2.1 billion in
return for a release of claims.  ResCap's $2.147 billion in
general unsecured claims are slated for a distribution of 36.3
percent, according to the disclosure statement.  Unsecured
creditors with $2 billion in claims against the so-called GMACM
companies are in line for 30.1 percent.

                     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).


ROGERS BANCSHARES: Section 341(a) Meeting Set on August 8
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Rogers Bancshares
Inc. will be held on Aug. 8, 2013, at 1:00 p.m. at U.S. Trustee's
Office Meeting Room.

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.

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, as reported by the TCR on
July 10, 2013.


SAN BERNARDINO: Calpers Wants Tax Suit Dismissed
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the California Public Employees' Retirement System
joined the California tax and finance departments in urging the
bankruptcy judge to dismiss a lawsuit begun in March when San
Bernardino, California, sued to block the withholding of sales and
property taxes to recover $15 million owing by a city
redevelopment agency.

According to the report Calpers, California's public employees'
retirement fund, argues that the city wants the bankruptcy court
to violate the U.S. Constitution and "interfere with the
relationship between the state and one of its municipal
creatures."  Bankruptcy Judge Meredith A. Jury is set to hear
arguments on Aug. 22.  If the tax payments were withheld, San
Bernardino said city services would halt inside of three months.

The report notes that the city's suit was based on the idea that
withholding tax revenue would constitute a violation of the so-
called automatic bankruptcy stay prohibiting creditors from
recovering past-due debt.  So far, the state has withheld no
taxes.  Calpers argue that a federal bankruptcy court cannot
"enjoin the state of California from exercising an essential
sovereign function." There is no waiver of the state's sovereign
immunity guaranteed by the U.S. Constitution, Calpers says.

The report relates that according to Calpers, the city isn't
entitled to sue because any action the state might take is "purely
speculative and hypothetical."  Consequently, there is no "case or
controversy" required by the Constitution before a lawsuit can be
filed.  The state agencies already filed papers seeking dismissal
of the suit.  Calpers was allowed by Judge Jury to join the suit
in June.  She will hold a hearing later in August to determine if
the city is eligible for municipal bankruptcy in Chapter 9.

The report discloses that Calpers and the San Bernardino Public
Employees Association are the only creditors urging Jury to
dismiss the bankruptcy entirely.  Bond insurer Ambac Assurance Co.
and a bondholder sided with the city in urging the judge to
overrule objections from Calpers and confirm San Bernardino's
eligibility for Chapter 9.

The lawsuit is City of San Bernardino v. State of California
(In re City of San Bernardino), 13-01127, U.S. Bankruptcy Court,
Central District of California (San Bernardino).

                    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.


SAN DIEGO HOSPICE: Plan Confirmation Hearing on Sept. 4
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. and the
official creditors' committee scheduled a Sept. 4 confirmation
hearing for approval of the Chapter 11 plan they jointly proposed.

According to the report, the bankruptcy court in San Diego
approved disclosure materials, allowing creditors to vote on the
liquidating plan.  Unsecured creditors with claims totaling from
$12 million to $16 million are being told their recovery may range
from nothing to 43 percent.

The report notes that the principal asset, an unused 24-bed
hospice facility, is in process of being sold to Scripps Health
for $16.6 million.  Although the court approved the sale in April,
the transfer can't be completed until California regulators give
approval.

The report notes that the estimated unsecured claims don't include
claims resulting from termination of contracts and leases nor
claims of employees for mass firings.  The disclosure statement
tells unsecured creditors their recovery depends on success in
lawsuits and in reducing claims.  The disclosure statement
estimates recoveries in lawsuits from nothing to $3 million.

             About San Diego Hospice & Palliative Care

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.


SECURITY TECHNOLOGIES: Court Tosses Chapter 11 Case
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker dismissed the Chapter 11 case of
Security Technologies, Inc., and barred and enjoined the Debtor
from filing any new bankruptcy case for 180 days after the entry
of the Court's Order, or before Jan. 2, 2014.  A copy of the
Court's July 5 Order is available at http://is.gd/Ad9D9Xfrom
Leagle.com.

Security Technologies, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 13-51232) on June 3, 2013, listing under
$1 million in both assets and debts.  Edward J. Gudeman, Esq., at
Gudeman & Associates, P.C., represented the Debtor.


SEVEN SEAS: $450MM Ship Contract No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service commented that Seven Seas Cruises S. DE
R.L.'s announcement that it has signed a new ship contract with
Italy's Fincantieri shipyard to build a new luxury all suite
cruise ship (Seven Seas Explorer) for delivery in summer 2016 does
not impact the company's B2 Corporate Family Rating. The ship will
have 738 berths representing an approximate 40% increase in
capacity and cost US$450 million to build.

Seven Seas Cruises S. DE R.L. is a cruise ship operator that
targets the luxury segment of the cruise industry with a fleet of
three ships.


SHILO INN: July 30 Hearing on Further Use of Lender's Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, Shilo Inn, Twin Falls, LLC, to
use cash collateral which California Bank and Trust asserts an
interest.  A July 30, 2013, at 11:30 a.m., has been set.

The Debtors are authorized to use CB&T's cash collateral to pay
all of the expenses.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement liens on
the postpetition rents, revenues, issues and profits of each of
the Debtors.  The Debtors will also make monthly adequate
protection payments to CB&T at 5 percent interest per annum based
on the outstanding principal balance of each Debtor's first
priority real property secured loan.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., at Levene, Neale, Bender, Yoo & Brill
LLP represents the Debtor in its restructuring effort.


SPRINGMORE II: George L. Lemon Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia authorized Springmore II LLC to employ George L. Lemon,
Esq., as counsel.

The Debtor has agreed to employ Mr. Lemon on an hourly basis at
the rate of $250 for attorney.  His paralegal will be paid $75.
Mr. Lemon received a retainer of $12,500 paid by Bettye J.
Morehead that was deposited in a trust.

Ms. Morehead and Don Springman are 50 percent members of the
Debtor.

According to papers filed in Court, the Debtor said the consent of
Mr. Springman on Mr. Lemon's employment has not been obtained
because Mr. Sprignman has refused to communicate with Ms. Morehead
since the Petition Date.

To the best of Ms. Morehead's knowledge, Mr. Lemon is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

In a separate filing, the Court entered a default order for relief
on May 1, 2013.  The meeting of creditors pursuant to 11 U.S.C.
Sec. 341 in the case was scheduled for June 27.

                      About Springmore II LLC

On April 1, 2013, Bettye J. Morehead, Brown Edwards & Co., and DBK
Investments & Development Corporation, filed an involuntary
petition for Chapter 11 against Wytheville, Virginia-based
Springmore II, LLC (Bankr. S.D. W. Va. Case No. 13-50064.  Judge
Ronald G. Pearson presides over the case.  Joe M. Supple, Esq., at
Supple Law Office, PLLC, in Point Pleasant, West Virginia,
represents the petitioners as counsel.

The Court entered a default order for relief on May 1, 2013.
George L. Lemon, Esq., represents the Debtor as counsel.

The U.S. Trustee was unable to appoint a committee of unsecured
creditors.


STRUTHERS INDUSTRIES: Owner's Failure to Pay IRS Claim Was Willful
------------------------------------------------------------------
District Judge Halil Suleyman Ozerden granted Plaintiff United
States of America's Motion for Summary Judgment, holding that the
plaintiff has carried its burden of demonstrating that Defendant
Jomey B. Ethridge was a "responsible person," and that his failure
to pay was willful.

Mr. Ethridge served as owner, president, director, and resident
agent of Struthers Industries, Inc.  On July 17, 2003, he filed on
behalf of Struthers Industries a petition for Chapter 11
bankruptcy in the U.S. Bankruptcy Court for the Southern District
of Mississippi, Case. No. 03-53514-ERG.  The Internal Revenue
Service filed a pre-petition claim in the bankruptcy proceedings
for $2,576,994, and a post-petition Request for Payment of
Internal Revenue Taxes in the amount of $946,065.  The IRS filed a
Fourth Amended Proof of Claim on November 1, 2004.  As a result of
the bankruptcy proceedings, Struthers Industries was liquidated in
2005.  On November 8, 2006, the Bankruptcy Court entered an Order
approving various claims against the Struthers estate, including
one on behalf of the United States for the sum of $900,000 "in
full and final satisfaction of its administrative claim in this
case set forth in its Request for Payment of Internal Revenue
Taxes dated June 17, 2005."

The November 8, 2006, Order did not restrict Plaintiff's right to
pursue relief on its pre-petition claims submitted in its November
1, 2004, Fourth Amended Proof of Claim.  As such, on June 11,
2012, Plaintiff filed a Complaint in this Court against Jomey
Ethridge and Cynthia McDaniel1, seeking recovery of $742,894.51
plus interest for unpaid trust fund recovery penalty assessments
resulting from Defendant's willful refusal to pay these sums.

Plaintiff United States of America is represented by Benjamin L.
Tompkins -- Benjamin.L.Tompkins@usdoj.gov -- from the U.S. Dept of
Justice.

A copy of Judge Ozerden's June 5, 2013 Order is available at
http://is.gd/d9NHoffrom Leagle.com.


STX PAN OCEAN: Wins Ch. 15 Recognition From U.S. Court
------------------------------------------------------
AU.S. bankruptcy judge has granted shipping company STX Pan Ocean
Co. protection from creditors.

Jeff Sistrunk of BankruptcyLaw360 reported that a New York
bankruptcy judge granted recognition to the South Korean cargo
company's Chapter 15 bankruptcy proceedings, extending the company
protection from its American creditors following recent detentions
of its ships in the U.S.

According to the report, U.S. Bankruptcy Judge Shelley C. Chapman
granted recognition to Seoul-based STX's recently launched
reorganization proceedings in South Korea, shielding the company
from claims by creditors in the U.S. while they undergo
proceedings overseas.

                        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.


STX PAN OCEAN: Wins Creditor Protection in Australia
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that STX Pan Ocean Co., the largest commodities carrier in
South Korea, won recognition of its Korean bankruptcy by a court
in Australia.

According to the report, several nations adopted a model cross-
border insolvency law known in the U.S. as Chapter 15.  Under
Australia's version, the Australian court on July 11 determined
that Korea is home to the so-called foreign main bankruptcy
proceeding.

The report discloses that as a result, the court halted creditor
actions in Australia, precluding creditors from seizing STX
vessels in Australian waters.

                        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 sought 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.

The U.S. Bankruptcy Court in New York has given STX preliminary
protection in the U.S.  In the Korean proceedings, the company
intends for creditors to exchange debt for stock.


SUMMIT III: Case Converted to Chapter 7
---------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia converted Summit III, LLC's Chapter 11 bankruptcy case to
a case under Chapter 7.  The Debtor is directed to turn over to
the Chapter 7 trustee all records and property of the estate under
the Debtor's custody and file a schedule of unpaid debts incurred
after the filing of the Chapter 11 petition and before conversion
of the case.

                        About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $12,655,700 in assets
and $13,050,884 in liabilities as of the Chapter 11 case.  The
petition was signed by Samuel M. Levin, Summit III's manager.


SUNSTONE COMPONENTS: Pancon Pays 62% More to Win Auction
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the sale of Sunstone Components Group Inc. was a
success.

According to the report, the price rose almost two-thirds at the
auction held last week.  Pancon Corp., which made the opening bid
at $2.6 million, ended up winning the auction at $4.2 million,
according to court records.  The judge will sign an order formally
approving the sale.

The report notes that Pancon is a Stoughton, Massachusetts-based
connector maker controlled by private-equity investor Milestone
Partners.  Senior secured lender Comerica Bank is owed about $5.1
million.
                  About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone (Bankr.
C.D. Cal. Case No. 13-16232) on April 5, 2013.

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No. 13-
16235) on April 5.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.


SUPERTEL HOSPITALITY: Gets Minimum Bid Price Non-Compliance Notice
------------------------------------------------------------------
Supertel Hospitality, Inc., a real estate investment trust (REIT)
which owns 75 hotels in 21 states, on July 15 disclosed that it
received a notification letter from The Nasdaq Stock Market on
July 9, 2013 stating that for the previous 30 consecutive business
days, the bid price of the Company's common stock closed below the
minimum $1.00 per share requirement for continued inclusion on The
Nasdaq Global Market pursuant to Nasdaq Marketplace Rule
5450(a)(1).  The Nasdaq letter has no immediate effect on the
listing of the Company's common stock.

In accordance with Marketplace Rule 5810(c)(3)(A), Supertel will
be provided with a grace period of 180 calendar days, or until
January 7, 2014, to regain compliance with the Minimum Bid Price
Rule.  As previously disclosed, the Company's shareholders have
authorized the Company's Board of Directors to implement, at the
Board's discretion, a reverse split of the Company's common stock
at a reverse split ratio ranging from 1-for-4 to 1-for-8 shares of
common stock, as determined by the Board, to regain compliance
with the Minimum Bid Price Rule.

If at any time before January 7, 2014, the bid price of Supertel's
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, Nasdaq will notify the Company that it
has achieved compliance with the Minimum Bid Price Rule.  If the
Company does not regain compliance with the Minimum Bid Price Rule
by January 7, 2014, Nasdaq will notify the Company that its common
stock will be delisted from The Nasdaq Global Market.  In the
event the Company receives notice that its common stock is being
delisted from The Nasdaq Global Market, Nasdaq rules permit the
Company to appeal any delisting determination by the Nasdaq staff
to a Nasdaq Hearings Panel. Alternatively, Nasdaq may permit the
Company to transfer its common stock to The Nasdaq Capital Market
if it satisfies the requirements for initial inclusion set forth
in Marketplace Rule 5505, except for the bid price requirement.
If its application for transfer is approved, the Company would
have an additional 180 calendar days to comply with the Minimum
Bid Price Rule in order to remain on The Nasdaq Capital Market.

                About Supertel Hospitality, Inc.

Headquartered in Norfolk, Nebraska, Supertel Hospitality, Inc. --
http://www.supertelinc.comis a self-administered real estate
investment trust that specializes in the ownership of select-
service hotels.  The company currently owns 75 hotels comprising
6,474 rooms in 21 states . Supertel's hotels are franchised by a
number of the industry's most well-regarded brand families,
including Hilton, Choice and Wyndham.


T3 MOTION: To Seek Review of NYSE Delisting Determination
---------------------------------------------------------
T3 Motion, Inc., received a letter from the NYSE MKT on July 8,
2013, stating that it was denying the Company's appeal and
affirming the decision of the NYSE MKT staff to delist the Company
from the NYSE MKT because of the Company's financial impairment.

T3 Motion previously received a notice from the NYSE MKT LLC
indicating that the Company is not in compliance with certain of
the NYSE MKT continued listing standards.  Specifically, the
letter from the NYSE MKT stated that the Company was not in
compliance with Section 1003(a)(iv) of the NYSE MKT's Company
Guide in that it had sustained losses which were so substantial in
relation to its overall operations or its existing financial
resources or its financial condition had become so impaired that
it appeared questionable, in the opinion of the NYSE MKT, as to
whether the Company would be able to continue operations or meet
its obligations as they mature.

The Company appealed this determination to the NYSE MKT's Listing
Determination Panel which held a hearing on March 4, 2013, and
subsequently decided to defer action until it received a report
from NYSE MKT staff regarding the results of the Company's
operations as of May 15, 2013.  On June 11, 2013, NYSE MKT staff
filed a report concluding that the Company should be delisted and
the Company filed a response on June 13, 2013, requesting
continued listing.

Among the reasons given for this decision, was the determination
that the Company did not meet benchmarks that the Company stated
it was planning to meet at the hearing.  Additionally, the Panel
noted that the Company has approximately $5.3 million in short
term debt falling due in November and December of 2013 and that
the Company does not presently have the ability to pay that debt
when due if called upon to do so.  Although holders have the
ability to convert their debt, the Panel noted that there is no
guarantee that this debt will be converted before it becomes due.

For a 15 day period commencing on July 8, 2013, and on payment of
a $10,000 fee, the Company has the right to request a review of
the Panel's decision by the NYSE MKT's full Committee on
Securities.  The Company plans to request such a review.  However
the Company can provide no assurance that any such review will
result in a favorable determination for the Company and prevent
the Company from being delisted.

Additionally, the letter states that initiating any such review
would not stay the Panel's decision and that the NYSE MKT will
suspend trading in the Company's common stock "as soon as
practicable" in accordance with Section 1204(d) of the NYSE MKT's
Company Guide and will file an application with the SEC to strike
the Company's common stock from listing and registration with the
NYSE MKT when and if authorized, in accordance with Sections
1205(g), 1206(d) and/or 1206(e) of the NYSE MKT's Company Guide.

The Company expects that its common stock will trade on OTC-BB no
later than any official delisting from the Exchange.  The
delisting from the NYSE MKT and transition to the OTC-BB will not
change the Company's obligations to file periodic and other
reports with the SEC under applicable federal securities laws.

                           Director Quits

On July 10, 2013, Mr. Bruce Nelson notified the Company that he
was resigning, effective immediately, from the Company's board of
directors and from his position as Chairman of the Company's audit
committee.  Mr. Nelson stated that his resignation was not the
result of any disagreement with the Company on any matter relating
to its operation and that his departure was necessary in order to
permit him the ability to pursue other business interests.

Mr. Nelson served as the Company's "audit committee financial
expert" as defined by the SEC's rules, and as an independent
director as defined by the SEC's rules and by the NYSE MKT rules.
The Company will need to find another director to serve in these
capacities in order to comply with SEC rules and the NYSE MKT
rules, but cannot provide any guaranties that it will be able to
do so.  Any inability to do so may adversely impact the Company's
efforts to remain listed on the NYSE MKT.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


THORNBURG MORTGAGE: New Mexico Judge Trims SEC Suit Against D&Os
----------------------------------------------------------------
District Judge James O. Browning in New Mexico dismissed portions
of the lawsuit filed by the U.S. Securities and Exchange
Commission against Larry A. Goldstone, Clarence G. Simmons, III,
and Jane E. Starrett, stemming from the collapse of Thornburg
Mortgage Inc., at one point the second-largest independent
mortgage company after Countrywide Financial Corporation.

Mr. Goldstone was Thornburg Mortgage's president and chief
executive officer and also one of Thornburg Mortgage's directors.
Mr. Simmons was the senior executive vice-president, chief
financial officer, and one of Thornburg Mortgage's directors.  Ms.
Starrett was Thornburg Mortgage's chief accounting officer.

The SEC alleges defendants Goldstone, Simmons and Starrett were
involved in fraudulent misrepresentations and omissions made in
connection with Thornburg Mortgage's 2007 Form 10-K Annual Report.

The case is SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v.
LARRY A. GOLDSTONE, CLARENCE G. SIMMONS, III, and JANE E.
STARRETT, Defendants, No. CIV 12-0257 JB/LFG (D. N.M.).  A copy of
the District Court's Memorandum Opinion and Order dated July 8 is
available at http://is.gd/NoUD32from Leagle.com.

Bruce D. Hall, Andrew G. Schultz, Melanie B. Stambaugh, Rodey,
Dickason, Sloan, Akin & Robb, P.A., Albuquerque, New Mexico; and
Chris Johnstone, Alanna G. Buchanan, Wilmer, Cutler, Pickering,
Hale & Dorr, LLP, Palo Alto, California, and John Valentine,
Lauren R. Yates, Michael A. Lamson, April N. Williams Wilmer,
Cutler, Pickering, Hale & Dorr, LLP, Washington, D.C., and Randall
Lee, Jessica Kurzban, Wilmer, Cutler, Pickering, Hale & Dorr, LLP,
Los Angeles, California, Attorneys for Defendants Larry A.
Goldstone and Clarence G. Simmons, III

Andrew G. Schultz, Bruce D. Hall, Melanie B. Stambaugh, Rodey,
Dickason, Sloan, Akin & Robb, P.A., Albuquerque, New Mexico; and
Jerry L. Marks, Paul M. Torres, Robert J. Liubicic, Alisa
Schlesinger, Elena Kilberg, Milbank, Tweed, Hadley & McCloy, LLP,
Los Angeles, California; and Thomas Arena, Milbank, Tweed, Hadley
& McCloy, LLP, New York, New York, Attorneys for Defendant Jane E.
Starrett.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


THQ INC: Subsidiaries Opposing Equitable Subordination
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when THQ Inc. appears in bankruptcy court on July 16
for confirmation of the liquidating Chapter 11 plan, the primary
dispute surrounds the question of subordinating the $107 million
in claims held by foreign subsidiaries.

According to the report, THQ's sold most of the video game
business to five buyers in January to generate $72 million.  The
liquidating plan will give unsecured creditors as little as 19.9
percent or as much as 51.9 percent on claims ranging between
$143 million and $291.6 million.

The report notes that the validity of subsidiaries' claims is the
swing factor determining how much U.S. creditors receive and how
quickly.  If the European claims are paid in the U.S. bankruptcy,
the unsecured creditors' recovery will be 19.9 percent to 29.6
percent, according to the disclosure statement.  If the European
claims are knocked out, the distribution rises to 31.5 percent to
51.9 percent.

The report relates that THQ believes the foreign subsidiaries are
all solvent and will satisfy their creditors in full, eventually
paying surpluses of $9 million to $14 million to the parent.  The
subsidiaries filed papers this week opposing subordination of
their claims.  They contend that not paying their valid claims
would be an "improper attack on the orderly winding down" of their
businesses.  They say U.S. law doesn't allow subordination absent
inequitable conduct.

The report discloses that THQ believes allowing the subsidiaries'
claims and making distributions to them will only slow down the
eventual recoveries by U.S. creditors.  THQ estimates generating
$94.9 million to $105.2 million and having $58 million to $74
million available for distribution to unsecured creditors.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TIMOTHY BLIXSETH: Involuntary Bankruptcy Is Dismissed Again
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Timothy Blixseth, the former owner of the bankrupt
Yellowstone Mountain Club LLC, now has twice beaten back an
involuntary bankruptcy petition filed against him in April 2011 by
taxing authorities from Montana, California, and Idaho.

According to the report, U.S. Bankruptcy Judge Bruce Markell in
Las Vegas dismissed the bankruptcy, saying it should have been
filed in Montana, where Mr. Blixseth lives, not in Nevada, where
his businesses are incorporated.  In the meantime, California and
Idaho backed out, concerned that they would be compelled to pay
Mr. Blixseth's attorneys' fees were the involuntary bankruptcy
denied.

The report notes that on appeal to the Bankruptcy Appellate Panel,
Montana won.  A divided panel on the appellate court reinstated
the involuntary bankruptcy, ruling in a 2-1 opinion that Nevada
was a proper location since Mr. Blixseth's companies were
incorporated in that state.  The case went back to Judge Markell,
who again dismissed the involuntary bankruptcy in a 17-page
opinion on July 10 just as he was leaving the bench to become a
law professor at Florida State University.

The report relates that Judge Markell concluded that Mr. Blixseth
has more than 12 creditors, thus requiring the involuntary
petition to be filed by at least three creditors with undisputed
claims.  Judge Markell concluded that three of four petitioning
creditors had disputed claims and thus were ineligible.  Montana
argued that a creditor is eligible to file for bankruptcy so long
as part of the claim is undisputed.  Judge Markell disagreed.  As
a result of 2005 amendments to Section 303 of the Bankruptcy Code,
Judge Markell ruled that an entire claim must be undisputed to
justify filing an involuntary petition.  He said that the
amendment overruled an earlier opinion saying that the undisputed
portion of a claim is basis for an involuntary petition.

The report discloses that although the petition was dismissed, the
case isn't over so far as Montana is concerned.  After the
bankruptcy was dismissed the first time, Mr. Blixseth filed papers
asking the bankruptcy judge to compel Montana to reimburse him for
$815,000 he spent in fending off bankruptcy.  Mr. Blixseth retains
the right to have the bankruptcy court require the state to
reimburse him for attorneys' fees spent in resisting bankruptcy.
Montana has the right to appeal on the legal question of whether
the undisputed portion of a claim is sufficient.  The danger for
the state is that a loss at the appellate level increases
Mr. Blixseth's attorneys' fees it may be required to reimburse.

                       About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


TIMOTHY BLIXSETH: Seeks Damages over Montana Bankruptcy Suit
------------------------------------------------------------
Matthew Brown, writing for The Associated Press, reported that
luxury real estate developer Tim Blixseth said he intends to seek
damages against the state of Montana over its failed attempt to
force him into bankruptcy to collect $57 million in alleged back
taxes.

According to the report, a federal judge in Las Vegas threw out
the state's case, saying it did not meet legal requirements under
bankruptcy law.

Blixseth, who resides in Washington state, said the forced
bankruptcy lawsuit against him was filed in bad faith, and that
the state's efforts had been politically-motivated by supporters
of the Yellowstone Club, which went into bankruptcy protection
soon after he gave up control of the private ski and golf resort
in southwestern Montana in 2008, the report related.

"Yesterday's decision paves the way to try to get a little
justice," he said, the report cited.  "That (tax) bill is not due.
It's never been due."

One of his attorneys, Brett Axelrod, said Blixseth will file
paperwork in federal court in Nevada before the end of the month
seeking reimbursement for legal fees and punitive damages, which
Blixseth said could range from $200 million to $600 million, the
report added.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


TPF GENERATION: S&P Assigns 'B+' Rating to $425MM 1st Lien Debt
---------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B+' rating
and '1' recovery rating to project finance entity TPF Generation
Holdings LLC's (TPF) $425 million first-lien TLB due 2017 and
$30 million revolver due 2017.

The new credit facilities have replaced the $495 million second-
lien TLB ($405 million outstanding as of Sept. 30, 2012) and
$50 million synthetic first-lien letter of credit facility,
essentially maintaining leverage at existing levels.  The stable
outlook reflects a somewhat diverse, operationally sound portfolio
that should be able to earn capacity and energy revenue that
supports the ratings.

TPF's portfolio consists of three natural gas-fired power plants
totaling 1,380 megawatts (MW) in California, West Virginia, and
Virginia.  High Desert is an 830 MW combined-cycle natural gas-
fired power generation plant in the California Independent System
Operator's SP-15 market and Big Sandy (300 MW) and Wolf Hills
(250 MW) are simple-cycle natural gas-fired power generation
plants in the PJM Interconnection (AEP) market, respectively.

The stable outlook reflects a somewhat diverse, operationally
sound portfolio that should be able to earn capacity and energy
revenue that supports the ratings.  Factors that might lead to a
negative outlook or a lower rating are sustained weaker
performance at the plants, or lower-than-expected energy or
capacity revenues that result in DSCRs lower than the 0.7x
(May-Dec. 2013) and 1.4x currently forecast for 2013 and 2014,
respectively, or expectations of refinancing risk above $300 kW.
A positive outlook or higher rating would require financial
performance superior to S&P's expectations on a sustained basis
that leads to expectations of refinancing risk below $250 per kW.
This could be the result of potential upward momentum in energy
prices post-2014 once the carbon trading market develops in
California, or capacity prices as a few more data points for
resource adequacy payments become evident.


TRANSGENOMIC INC: Ernst & Young Replaces McGladrey as Auditors
--------------------------------------------------------------
The Audit Committee, acting on behalf of Transgenomic, Inc.'s
Board of Directors, dismissed McGladrey LLP as the principal
independent accountant of the Company on July 8, 2013.  The former
accountant's reports for the past two fiscal years did not contain
any adverse opinion or disclaimer of opinion, and those reports
were not qualified or modified as to uncertainty, audit scope or
accounting principles.  The dismissal was not a result of any
disagreement with the accounting firm.

On July 8, 2013, the Audit Committee appointed Ernst & Young LLP
as the Company's principal independent accountant.  The Company
did not, nor did anyone on its behalf, consult the New Accountant
during the Company's two most recent fiscal years and during the
subsequent interim period prior to the Company's engagement of the
New Accountant regarding the application of accounting principles
to a specified transaction, the type of audit opinion that might
be rendered on the Company's financial statements, any matter
being the subject of a disagreement or "reportable event" or any
other matter described in Item 304(a)(2) of Regulation S-K.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$41.39 million in total assets, $17.32 million in total
liabilities and $24.06 million in stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


TRINITY BASIN: S&P Lowers Rating on School 2009A Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Tarrant County Cultural Education Facilities
Finance Corp., Texas' series 2009A tax-exempt charter school
education revenue bonds issued for Trinity Basin Preparatory
(TBP).  Standard & Poor's also assigned its 'BB+' long-term rating
to Arlington Higher Education Finance Corp., Texas'
$28.835 million series 2013 tax-exempt charter school education
revenue bonds and $700,000 series 2013B taxable education revenue
bonds, also issued for TBP.  The outlook is stable.

"The rating action reflects our view of TBP's significant increase
in debt with this debt issuance, decrease in unrestricted
liquidity, decline in operating profitability and coverage levels
in fiscal 2012, and moderate competition," said Standard & Poor's
credit analyst Kevin Holloran.

S&P believes that this debt issuance, combined with TBP's recent
drop in unrestricted liquidity, places TBP under increased
financial constraints and very close to covenant requirements
until TBP's growth and financial projections are met and/or
exceeded.

Bond proceeds of approximately $29.5 million will be used for a
variety of capital projects, including construction of a school
building in Dallas, into which two current facilities will be
consolidated, the purchase of land and renovation of a school
building in northwest Dallas, and purchase of modular buildings
for use at TBP's Fort Worth campus.  Additional proceeds will be
used to refinance TBP's series 2009A bonds (at which time the
rating will be withdrawn) and to fund a debt service reserve and
pay cost of issuance.

The stable outlook reflects S&P's anticipation that TBP will be
financially stressed but stable during the one-year outlook period
that we apply to speculative-grade credits.


TRINITY COAL: Court Clears to Auction Its Assets on July 30
-----------------------------------------------------------
Yogita Patel writing for Dow Jones' DBR Small Cap reports that
Trinity Coal Corp. will auction its assets at the end of the
month, although the coal-mine operator has yet to line up a lead
bidder.

                         About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TURNBERRY/CENTRA: $50MM Vegas Casino Project Suit Kept Alive
------------------------------------------------------------
Kaitlin Ugolik of BankruptcyLaw360 reported that a Florida federal
judge denied a bid by two individuals and affiliated entities to
toss Wilmington Trust NA's effort to recover $50 million it won in
a suit over a now-bankrupt Las Vegas casino project, finding
claims for lack of jurisdiction unconvincing.

According to the report, Wilmington Trust sought to compel Jeffrey
Soffer, Jacquelyn Soffer and several funds related to Turnberry
Residential Limited Partner LP to pay a $50 million judgment
ordered by a New York appeals panel after two years of litigation
over the failure of the project.

The case is Wilmington Trust, National Association v. Soffer et
al., Case No. 1:12-cv-23214 (S.D. Fla.), before Judge Patricia A.
Seitz.


US SILICA: S&P Assigns 'BB-' Rating to $425MM Sr. Secured Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating (the same as the corporate credit rating) to
U.S. Silica Co.'s proposed $425 million senior secured credit
facility, which consists of a $50 million revolving credit
facility due 2018 and a $375 million term loan due 2020.  The
recovery rating on the facility is '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  The company intends to use the proceeds from
this offering to redeem existing indebtedness as well as for
general corporate purposes.

The 'BB-' rating and stable outlook on U.S. Silica reflect the
combination of what S&P considers to be the company's "weak"
business risk and "significant" financial risk.  S&P's view of the
business balances the company's good market position in both its
frac and industrial sand businesses against its small overall size
and our expectation for ongoing volatility in frac sand markets
over the next several years as the industry matures.  S&P's
financial risk assessment incorporates its expectation that the
company will maintain leverage of less than 4x, funds from
operations (FFO) to debt of more than 20%, and adequate liquidity.

S&P expects that U.S. Silica will generate adjusted EBITDA in the
$150 million to $175 million range in 2013 and 2014, resulting in
leverage between 2.5x and 3x and FFO to debt between 20% and 30%.
In addition to debt repayment, the proposed financing will add
about $100 million in cash to the company's balance sheet, which
we expect will be used to further expand the company's terminal
network, increase its frac sand production profile, or for bolt-on
acquisitions in its industrial sand business.
Ratings List

U.S. Silica Co.
Corporate credit rating                           BB-/Stable/--

New Rating

U.S. Silica Co.
$50 mil. revolving credit fac. due 2018           BB-
  Recovery rating                                  3
$375 mil. term loan due 2020                      BB-
  Recovery rating                                  3


VAUGHAN COMPANY: Court Rejects Suit Against Campbell Estate
-----------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted the defendants'
Motion for Summary Judgment in the lawsuit, JUDITH A. WAGNER,
Chapter 11 Trustee of the bankruptcy estate of the Vaughan
Company, Realtors, Plaintiff, v. ILAH JONES, WILLIAM CAMPBELL,
individually, WILLIAM CAMPBELL, as Personal Representative of the
ESTATE OF LINDA CAMPBELL, JOHN DOE as Personal representative of
the ESTATE OF LINDA CAMPBELL, and DAVID JONES, Defendants, Adv.
Proc. No. 12-01295 (Bankr. D. N.M.).  This adversary proceeding is
one of many adversary proceedings initiated by the Chapter 11
Trustee seeking to recover payments made by VCR to parties who
invested in VCR's promissory note program. The Trustee asserts
that VCR operated as a Ponzi scheme. She seeks to recover certain
transfers made to the Defendants under several theories, including
avoidance of transfers under the actual fraud and constructive
fraud provisions of 11 U.S.C. Sec. 548 and applicable state law.

In their Motion for Summary Judgment, the Defendants seek
dismissal of any claims under 11 U.S.C. Sec. 544 and N.M.S.A.
Sections 56-10-18 and 19 to recover proceeds they received on
account of Norma Jones' investment in VCR's promissory note
program.  Norma Jones, the mother of several Defendants, began
investing in VCR's note program in 1998.  VCR was later found to
operate as a Ponzi scheme.  Douglas Vaughan and VCR concealed the
ongoing fraud from current and prospective investors of VCR.  At
all relevant times, VCR was insolvent.

A copy of the Court's July 10, 2013 Memorandum Opinion is
available at http://is.gd/KnfHIffrom Leagle.com.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VERMILLION INC: Registers 20.5 Million Common Shares
----------------------------------------------------
Vermillion, Inc., registered with the U.S. Securities and Exchange
Commission 20,500,000 shares of common stock, par value $0.001,
which include up to 12,500,000 shares of common stock issuable
upon the exercise of warrants that may be sold or otherwise
disposed of by Jack W. Shuler, Oracle Partners, LP, Matthew
Strobeck, et al.

The Company will not receive any of the proceeds from sales of
common stock made by the selling stockholders.  The Company has
agreed to pay certain expenses related to the registration of the
shares of common stock.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "VRML".  On July 11, 2013, the last reported sale
price for the Company's common stock on the NASDAQ Capital Market
was $3.11 per share.

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

                        http://is.gd/f7UblG

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VPR OPERATING: Oil Company Seeks to Auction Assets Next Month
-------------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
Oil and natural gas company VPR Corp. is asking a bankruptcy judge
for permission to auction its assets next month without having
first reached a deal with a lead bidder to set a threshold
purchase price.

                        About VPR Operating

VPR Operating, LLC, and three related entities, including VPR
Corp., sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case
No. 13-10599) in Austin on March 29, 2013.  VPR estimated assets
and debts of at least $50 million.

Robert W. Jones, Esq., and Brent R. McIlwain, Esq., at Holland &
Knight LLP, serve as the Debtor's counsel.  Judge Craig A.
Gargotta presides over the case.

VPR Operating disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


W/S PACKAGING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to W/S Packaging Holdings Inc.  The
outlook is stable.  In addition, S&P assigned a 'B+' issue-level
rating (one notch above the corporate credit rating) and '2'
recovery rating to its proposed $276 million senior secured credit
facilities based on preliminary terms and conditions.  The
borrower is W/S Packaging Group Inc. and the facility consists of
a $40 million senior secured revolving credit facility maturing in
2018 and $236 million senior secured term loan maturing in 2019.
The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.

The company plans to use the term loan proceeds to refinance
existing debt and cover transaction fees and expenses.  S&P
expects the new $40 million revolving credit facility due 2018 to
be undrawn at close of the transaction.

"The ratings on W/S Packaging reflect our assessment of its
business risk profile as "weak" and its financial risk profile as
"highly leveraged".  S&P assess its management and governance as
fair," said credit analyst Liley Mehta.

The outlook is stable.  The company's stable cash flow generation
and preservation of sufficient liquidity are key factors to
maintain the ratings.  S&P also expects the company will maintain
its very aggressive financial policy and pursue modest-sized
acquisitions and, longer term, shareholder rewards.

S&P could lower the ratings if leverage exceeds its expectations,
liquidity declines meaningfully, or free cash flow generation is
lower than anticipated because of unexpected operating challenges.

"Based on our downside scenario, we could lower the rating if
operating margins weaken by 200 basis points or more or if sales
volumes decline 5% or more from our expectations.  At that point,
we expect that the FFO to total adjusted debt could drop to the
mid- to high-single-digit percentage area and total adjusted debt
to EBITDA would increase toward 7x.  We may also lower the ratings
if unexpected cash outlays or business challenges materially
reduce the company's liquidity position, or if financial policy
decisions result in decreased liquidity or a weaker financial
profile," S&P said.

Given the company's private equity ownership, very aggressive
financial policy, and acquisition-driven growth strategy, S&P
views an upgrade over the next year as unlikely.  S&P expects FFO
to total adjusted debt to remain around 10% to 11%.


WAGNER SQUARE: Chapter 11 Restructuring Closed
----------------------------------------------
The Hon. Laurel M. Isicof of the U.S. Bankruptcy Court for the
Southern District of Florida on May 7 entered a final decree
closing the Chapter 11 case of Wagner Square LLC, et al.

The effective date of the Debtors' First Amended Plan of
Liquidation, as amended, occurred on March 22, 2013.  Drew M.
Dillworth, the Chapter 11 Trustee, proposed the Plan.

A copy of the Trustee's First Amended Plan of Liquidation is
available at http://bankrupt.com/misc/wagnersquare.doc190.pdf

                        About Wagner Square

On April 30, 2012, an involuntary Chapter 11 petition was filed
against Wagner Square, LLC.  This was followed by an involuntary
Chapter 11 petition against Wagner Square I, LLC, on June 15,
2012.

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.

Harold D. Moorefield, Jr., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, represents Drew M.
Dillworth, Chapter 11 Trustee, as counsel.

The Debtor's estate was primarily comprised of certain real
property that Wagner Square had acquired from the City of Miami in
2005, for purposes of developing two affordable housing
condominiums and a commercial component.  The development plan,
certain land restrictions and funding for the development were
among the terms agreed upon by the City of Miami and Wagner
Square.  Wagner Square subsequently transferred two of the parcels
of real property to Wagner Square I and a third, non-debtor
entity, Wagner Square III, LLC, with the result that each of those
three entities held title to one of the parcels.


WEST DANIELS: Bankr. Court Confirms Trustee's Exit Plan
-------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier confirmed the Plan of
Reorganization filed by Duane H. Gillman, Chapter 11 trustee for
West Daniels Land Association, Inc.

At the confirmation hearing, the Trustee announced that he has
agreed with the U.S. Internal Revenue Service to modify the
April 23, 2013 version of the Plan to enlarge the period of time
for taxing authorities to file administrative expense claims.

The Plan provides for the classification and treatment of
12 classes of claims against and interests in the Debtor.  Almost
all of the claim classes will be paid in full under the Plan.

West Daniels Land Association, Inc. filed for bankruptcy on
Nov. 9, 2009 (Case No. 09-32502, Bankr. Utah). Duane H. Gillman --
dgillman@djplaw.com -- was appointed as Chapter 11 trustee on
Feb. 9, 2012.  Kenneth L. Cannon II, Esq. -- kcannon@djplaw.com
and Patrick E. Johnson, Esq. -- pjohnson@djplaw.com -- at Durham
Jones & Pinegar, P.C. serve as attorneys for the Chapter 11
trustee.

A copy of Judge Mosier's June 6, 2013 Findings of Fact and
Conclusion of Law and a copy of the Plan are available at
http://is.gd/sWZunofrom Leagle.com.


XCELL ENERGY: Chapter 11 Restructuring Dismissed in May
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
dismissed the Chapter 11 case of Xcell Energy and Coal Company,
LLC, et al., in a May 30 order.

The Debtors, in their motion, said that good cause exists for the
dismissal of the case because:

   a) The Debtors cannot file a plan and disclosure statement;

   b) conversion of the cases to proceedings under Chapter 7 would
      not be in the best interest of the Debtors' creditors or
      their estates; and

   c) the costs of remaining in a bankruptcy proceeding impose a
      substantial and continuing loss to or diminution of the
      estates.

The Court denied the motion to convert case from Chapter 11 to
Chapter 7 filed on May 28, 2013, on behalf of the U.S. Trustee.
Samuel K. Crocker, U.S. Trustee, said the Debtor has failed to pay
the quarterly fee.  The Debtor owes fees for the first quarter and
second quarters of 2013 in the aggregate amount of $1300.

Creditor Alpha Credit Resources, LLC also requested for the
conversion or dismissal of the Debtors' case.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Bankr. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy disclosed $32,656,400 in assets and $10,641,310 in
liabilities as of the Chapter 11 filing.


* Moody's Sees Robust Growth for US Self-Storage Sector
-------------------------------------------------------
The self-storage sector in the US will continue to grow strongly
this year, according to a new report from Moody's, "Self-Storage
Industry Is Poised for More Growth." Demand is solid, rents are
rising and the supply of new facilities is limited.

"The industry's underlying dynamics will likely be strong for the
next three to five years," said Alice Chung, a Moody's Analyst.
"The sector is benefitting from two factors: short-term leases and
a diverse customer base. And it also has a low break-even rate,
which boosts profitability."

Short-term leases allow companies to respond to market changes
quickly and easily, while a diverse customer base helps limit the
risks of exposure to a single tenant or too small a number of
tenants.

In addition, commercial customers, which run the gamut from large
pharmaceutical companies to small business owners and
entrepreneurs, are growing, which makes for additional occupancy
stability and longer average rental terms. The sector is also
benefiting from the growing number of "echo boomers," those aged
18-34, who are renting apartments rather than buying homes.

Self-storage real estate investment trusts (REITs) are in a
stronger position than small, local operators, which are
increasingly outsourcing their customer service and other
functions to the REITs. The larger REITs will likely continue to
benefit from further consolidation, although acquisitions will
take place at a measured pace.

"Moreover, compared with other real-estate asset classes, the
self-storage companies fared well during the Great Recession of
2008-2009, proving that they can weather economic troubles," added
Chung.


* 16 Senators Seek Inquiry of ATM-Style Pay Cards
-------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that 16 Democratic senators are asking
regulators to examine the use of A.T.M.-style cards to pay hourly
employees.

According to the report, in a letter on July 11, the senators
urged Richard Cordray, the director of the Consumer Financial
Protection Bureau, and Seth D. Harris, the acting secretary of the
Labor Department, to "take swift action to protect American
workers."

Across the country, a growing number of companies are doing away
with paper paychecks and, in some instances, direct deposit, to
offer prepaid cards, the report related.

The problem, though, according to consumer lawyers and employees,
is that in the vast majority of cases, using the cards can
generate large fees -- 50 cents for a balance inquiry and $2.25
for an out-of-network automated teller machine, for example, the
report pointed out.  For part-time and low-wage workers, the fees,
which can be difficult to escape, quickly devour much of the money
deposited on the cards.

Worried about drawing unwanted scrutiny that might threaten their
jobs, some employees say they are reluctant to request another
option, the report said.  Other employees say that while there is
a choice, they are automatically enrolled in the payroll-card
programs. Getting out, these employees say, can be difficult and
confusing.


* Bond Defaults Little Changed in 2013 Second Quarter
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there were 40 bond defaults worldwide in the first
half of 2013, exactly the same as last year's first two quarters.

The worldwide default rate on junk-rated debt nonetheless crept up
to 2.8 percent in the second quarter, compared with 2.5 percent
when the first quarter ended.  The default rate is down from 3.1
percent, where it was last year, according to a report this week
from Moody's Investors Service.

In the U.S., the junk default rate ended the second quarter at 2.9
percent, compared with 3 percent in the first quarter and 3.3
percent one year ago.  Moody's predicts that the global junk
default rate will "increase slightly" to 3.2 percent by the year's
end before declining to 2.7 percent by this time next year.  Among
the 19 Moody's-rated companies that defaulted in the second
quarter, 11 were in North America.  Four were from Europe.

Rated by dollar volume, defaults are down worldwide at 1.8 percent
in June compared with 2.1 percent a year ago.  Moody's distress
index went up slightly in the second quarter to 9.1 percent,
compared with 8.8 percent in the first quarter.  The distress rate
was 19.5 percent one year ago.  The distress index measures
companies whose debt trades for yields 10 percentage points more
than comparable U.S. Treasury securities.


* Lawyers Propose Ice-Cube Bonds Amid Rise in Going-Concern Sales
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that now that quickly completed asset sales "are a common
feature in the bankruptcies of large companies," two law
professors are proposing what they call ice-cube bonds to ensure
that junior creditors aren't shortchanged.

According to the report, Edward Janger of Brooklyn Law School and
Melissa Jacoby of the University of North Carolina School of Law
wrote an article for the Yale Law Journal to address issues
resulting from the current practice whereby, they said, "the
going-concern sale has replaced the traditional Chapter 11
reorganization."

The report notes that on the question of whether quickly completed
sales maximize value or "facilitate collusive deals," the
professors said the answer is "a little bit of both."  There's a
danger because "the purchaser may be able to buy the company for a
bargain," they wrote.  "Incumbent management may gain favored
positions in the acquired company," according to the article,
which hasn't been published yet.  "Judges are understandably
reluctant" to block quick sales in the absence of strong evidence
that someone is "bluffing about the need for speed," they wrote.

The report relates that to ensure that bankrupt companies aren't
bought too cheaply, the professors have proposed ice-cube bonds,
representing a portion of the sale price held back "to allow later
resolution of disputes about the value" of the business or the
priority of secured claims.  The bonds would "cover potential harm
caused by a hurry-up sale."  The bonds would represent money set
aside from sale proceeds, not from the purchaser on top of the
sale price.  When the sale is based on a credit bid, when the
buyer uses secured debt rather than cash, "the buyer could be
required to post a bond," Mr. Janger said in an interview,
according to the report.

The report says the name refers to the notion that companies in
bankruptcy are like melting ice cubes whose value disappears as
time passes.  Requiring such bonds would "reduce the routine use
of the melting ice cube argument when it isn't warranted,"
according to the professors.  The professors wouldn't require
bonds if the business is sold through approval of a Chapter 11
reorganization plan.  As a result, they said, more cases would be
channeled toward traditional Chapter 11 plans.  The professors
said whether judges would consider the profitability of a business
after the sale "depends on the type of business and the amount of
time that would otherwise have been required to accomplish a sale
under a plan."

The report discloses that they would allow "the parties and the
judge to determine the appropriate approach to valuation in a
particular case."  The professors said their proposal could be
adopted without amending the U.S. Bankruptcy Code.


* New Glass-Steagall Would Bar Terminating Swaps, Repos
-------------------------------------------------------
Carter Dougherty & Cheyenne Hopkins, writing for Bloomberg News,
reported that U.S. Senator Elizabeth Warren and a bipartisan group
of lawmakers have introduced a bill aimed at re-creating the
Glass-Steagall Act, the Depression-era measure that separated
commercial and investment banking.

"It will take a lot of tools to get rid of too-big-to-fail, but
one of them ought to be that if you want to do high-stakes
gambling, good on you, but you do not get access to people's
checking accounts and savings accounts," Warren, a Massachusetts
Democrat, told Bloomberg Television's Peter Cook in an interview
on July 12.

According to the report, the bill sponsored by Warren along with
Senators John McCain, an Arizona Republican, Maria Cantwell, a
Washington Democrat, and Angus King, a Maine independent, would
separate traditional banks that offer checking and savings
accounts insured by the Federal Deposit Insurance Corp. from
"riskier financial institutions."  The latter category includes
companies involved in investment banking, insurance, swaps
dealing, hedge funds and private equity, according to the
lawmakers' statement released on July 11.

Warren, who announced plans for the bill at a hearing on Dodd-
Frank Act implementation, told regulators testifying before the
Senate Banking Committee that she didn't expect them to back her
right away, the report said.

"Based on what the regulators did to Glass-Steagall over the last
30 years, I don't expect anyone on this panel will jump and
endorse the new Glass-Steagall bill," Warren told officials from
the Treasury Department, Federal Reserve and other agencies, the
report related. "Even so we're going to keep pushing for it."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the last provision in the bill, introduced on July 11
as S. 1282, would repeal Sections 555, 559, 560, 561, and 562 of
the code.  Those sections grant exemptions from the so-called
automatic stay and allow the liquidation of securities contracts,
repurchase agreements and swap agreements if one of the parties
files for bankruptcy.

Mr. Rochelle discloses that under the bill, parties to swaps,
repos and securities contracts couldn't terminate the agreements
or liquidate the underlying securities without permission from the
bankruptcy court.  The bill as a whole would recreate the
Depression-era law preventing banks from participating in
investment banking in return for federal insurance on customer
accounts.


* Cross-Border Swaps Deal to End U.S.-Europe Regulation Overlap
---------------------------------------------------------------
Silla Brush & Jim Brunsden, writing for Bloomberg News, reported
that U.S. and European Union financial regulators took a step
toward bringing derivatives trading under an integrated framework
of global regulation designed to reduce risks in the $633 trillion
swaps market.

According to the report, the accord, announced jointly on July 11
in Brussels and Washington by the EU and the U.S. Commodity
Futures Trading Commission, broke a deadlock over whether the U.S.
could impose its rules on trades booked in Europe. Banks and other
swaps traders said the deal reduces the chance they will be forced
to comply with conflicting regulatory regimes.

"This shows that the CFTC recognizes that other countries and
other jurisdictions have equally made a lot of progress and that
they have to recognize those rules," Ken Bentsen, president of the
Securities Industry and Financial Markets Association, said in a
telephone interview with Bloomberg. "The devil's in the details.
But it would appear to be a shift in a positive way."

The securities association represents Barclays Plc, JPMorgan Chase
& Co., and Citigroup Inc., among hundreds of banks and asset
managers that had raised concerns about the international reach of
CFTC swap-trading requirements, the report related.  European and
Asian regulators had complained that the U.S. agency was
overreaching by trying to extend its rules to trades that are
booked overseas.

The report said the CFTC is set to officially complete its
guidance on the reach of its rules after CFTC Chairman Gary
Gensler and Mark Wetjen, a Democratic commissioner, resolved
differences that had divided the commission's three Democrats,
according to four people with knowledge of their talks. The two
reached agreement on the principles and were drafting a document
with the details, the people said.

The CFTC on July 11 issued four decisions easing some rules and
deadlines in accord with the joint agreement, the report added.


* UK Floats New Client Money Rules for Collapsed Firms
------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the U.K.'s
financial services regulator proposed new rules aimed at
protecting client accounts after the collapse of such investment
firms as Lehman Brothers International Europe and MF Global
Holdings Ltd. revealed shortcomings in the current regulatory
regime.

According to the report, the Financial Conduct Authority said it
was seeking feedback from the industry on whether to permit
speedier recovery of money by clients in the event of an
investment firm's bankruptcy by allowing distribution of client
money based on the firm's records.


* Paul Giordano Among Florida Trend's Bankruptcy & Workout Elite
----------------------------------------------------------------
Roetzel on July 15 disclosed that partner Paul A. Giordano has
been selected as one of Florida's "Legal Elite" for Bankruptcy &
Workout by Florida Trend magazine.

"We are very proud of Paul and are gratified that his legal skills
in bankruptcies and workouts are recognized by his peers," said
Beverly Grady, Partner-in-Charge of the firm's Fort Myers office.

All lawyers admitted to the Florida Bar were asked to name
attorneys whom they hold in the highest regard or would recommend
to others.  Each nominated lawyer was scored through a multi-level
process that included the number of votes received, an examination
of Florida Bar membership status and a review by a panel of
previous Legal Elite Winners.

The resulting lists represent fewer than 2% of the active Florida
Bar members who practice in Florida.

Mr. Giordano, currently serving as the Secretary of the Southwest
Florida Bankruptcy Professionals Association, handles a variety of
business and commercial litigation, with a special focus on
bankruptcy and creditors' rights, partnership disputes, commercial
foreclosures, contract and corporate disputes, and general and
professional liability lawsuits.  He also has experience in
insurance coverage litigation, and jury and non-jury trial
practice.

Mr. Giordano earned his J.D. from the University of Florida Levin
College of Law and his undergraduate degree from the University of
Florida.  He holds an AV(R) Preeminent(TM) rating from Martindale-
Hubbell Law Directory and is designated a "Florida Rising Star" by
Florida Super Lawyers magazine (2011-2013).

                        About Roetzel

Roetzel -- http://ralaw.com-- is a full-service law firm with
more than 220 attorneys in offices located throughout Ohio and
Florida and in Chicago, New York and Washington, D.C.  The firm
provides comprehensive legal services to national and
international corporations, closely held and family-run
businesses, institutions, organizations and individuals.


* 3rd Cir. Appoints Gregory Taddonio as W.D. Pa. Bankruptcy Judge
-----------------------------------------------------------------
The Third Circuit Court of Appeals appointed Bankruptcy Judge
Gregory L. Taddonio to a fourteen-year term of office in the
Western District of Pennsylvania, effective, July 1, 2013, (vice,
Fitzgerald).

          Honorable Gregory L. Taddonio
          United States Bankruptcy Court
          5490 U.S. Steel Tower
          600 Grant Street
          Pittsburgh, PA 15219
          Telephone: 412-644-4070
          Fax: 412-644-5448

          Law Clerks

          Joshua Lewis
          Telephone: 412-644-4063

          Maribeth Thomas
          Telephone: 412-644-4060

          Term expiration: June 30, 2007


* 3rd Cir. Appoints Christine Gravelle as D.N.J. Bankruptcy Judge
-----------------------------------------------------------------
The Third Circuit Court of Appeals appointed Bankruptcy Judge
Christine M. Gravelle to a fourteen-year term of office in the
District of New Jersey, effective July 1, 2013, (vice, Lyons).

          Honorable Christine M. Gravelle
          United States Bankruptcy Court
          Clarkson S. Fisher Building & Courthouse
          402 E. State Street, First Floor, Room 241
          Trenton, NJ 08608
          Telephone: 609-858-9370
          Fax: 609-989-0431

          Law Clerk
          Michael A. Tedesco
          Telephone: 609-858-9374

         Administrative Assistant
         Marleen Young
         Telephone: 609-858-9371

         Term expiration: June 30, 2027


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          120.5      (14.1)     (11.1)
ACASTI PHARMA IN   APO CN            3.3       (1.8)       2.3
ADVANCED EMISSIO   ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG      AKS US        3,906.1     (109.7)     604.0
ALLIANCE HEALTHC   AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A     AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG    AXL US        3,029.6     (107.9)     354.0
AMERISTAR CASINO   ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP           AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC   ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA    ARRY US         107.4      (52.4)      40.0
AUTOZONE INC       AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G   BERY US       5,082.0     (315.0)     517.0
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   DOO CN        1,768.0     (496.6)     (21.8)
CABLEVISION SY-A   CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI   CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC       CMRX US          26.3       (2.1)      15.9
CHOICE HOTELS      CHH US          546.0     (539.3)      56.8
CIENA CORP         CIEN US       1,693.3      (97.9)     744.0
CINCINNATI BELL    CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI       DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP      DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC      DXM US        2,658.8      (17.7)     (13.5)
DIRECTV            DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA     DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET   DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP          DYAX US          47.4      (59.8)      18.9
ESPERION THERAPE   ESPR US           5.3       (5.0)       2.4
FAIRPOINT COMMUN   FRP US        1,656.5     (360.7)       5.5
FAIRWAY GROUP HO   FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP      FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC    FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP    FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO   FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC        GY US         1,411.1     (366.9)      27.9
GIGAMON INC        GIMO US          49.5       (1.7)       0.4
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US         78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE   HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC   HCA US       27,882.0   (8,012.0)   1,796.0
HD SUPPLY HOLDIN   HDS US        6,459.0   (1,720.0)   1,199.0
HOVNANIAN ENT-A    HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP        INCY US         330.3     (163.5)     187.8
INFOR US INC       LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT   NVIV US          13.8      (14.3)     (15.3)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE US         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU   JE CN         1,528.9     (164.9)     (62.3)
L BRANDS INC       LTD US        5,776.0     (994.0)     634.0
LIN TV CORP-CL A   TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC      LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP      MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A    MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A     MDZ/A CN      1,418.5      (12.4)    (165.9)
MDC PARTNERS-A     MDCA US       1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A    MEG US          734.7     (191.7)      38.1
MERITOR INC        MTOR US       2,337.0   (1,014.0)     208.0
MERRIMACK PHARMA   MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN   MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR   MHGC US         583.6     (148.2)       -
MPG OFFICE TRUST   MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED   NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL      NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT   NKTR US         447.9       (2.6)     183.8
NPS PHARM INC      NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT   NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE     OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP        OMER US          17.7      (15.9)       -
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING   ONVO US          16.7       (5.3)      (6.2)
PALM INC           PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN   PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR     PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         906.1     (343.4)     132.2
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         510.5      (11.1)      88.5
QUINTILES TRANSN   Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A   RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
REVLON INC-A       REV US        1,241.9     (655.1)     152.9
ROCKWELL MEDICAL   RMTI US          18.0      (10.5)     (14.3)
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE   SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A   SBGI US       2,734.5      (97.3)     (18.2)
SUNGAME CORP       SGMZ US           0.0       (1.0)      (1.0)
SUPERVALU INC      SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS    TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA   THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE   CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM    UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP        UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD   VGR US        1,066.8     (108.3)     422.2
VENOCO INC         VQ US           704.3     (299.9)     (40.5)
VERISIGN INC       VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS    WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP          WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA   WLB US          943.0     (286.5)      (3.0)
XERIUM TECHNOLOG   XRM US          616.9      (26.0)     123.4
XOMA CORP          XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN   YRCW US       2,200.9     (642.6)     111.1


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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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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