TCR_Public/120227.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 27, 2012, Vol. 16, No. 57

                            Headlines

2655 BUSH: Chapter 11 Status Conference on April 6
2655 BUSH: Sec. 341 Creditors' Meeting Set for March 13
ADINO ENERGY: Sells Interest in IFL to Pomisu XXI for $900,000
ADVANCED MEDICAL: Case Summary & 7 Largest Unsecured Creditors
AIR CANADA: Machinists Union Reject 'Sub-Standard' Offer

AMERICAN APPAREL: Stilotex Founder Named Independent Director
AMERICAN LASER: Debtor Now Named CLA Hold After Versa Sale
AMERICAN LASER: Herrick Feinstein Approved as Committee Counsel
AMERICAN LASER: Ashby & Geddes OK'd as Panel's Delaware Counsel
AMERICAN LASER: J.H. Cohn Okayed as Committee's Financial Advisor

AMERICAN REALTY: Taps Santoro Driggs as General Bankruptcy Counsel
APEX DIGITAL: Replaces Rutter Hobbs With Davidoff Gold as Attorney
APEX DIGITAL: Wants to Retain Shafai as Special Litigation Counsel
APEX DIGITAL: Withdraws Motion to Extend Exclusive Periods
APPALACHIAN REGIONAL: Fitch Lifts Rating on $61MM Bonds to 'BB'

APPLETON PAPERS: Has Tentative $3-Bil. Supply Pact With Domtar
ARCTIC GLACIER: Chapter 15 Case Summary
AUTOS VEGA: Euroclass Plan Disclosures Hearing Set for March 29
BEAU VIEW: Section 341(a) Meeting Rescheduled to March 21
BIG RIVERS: Bankruptcy Examiner Scolded Over Misconduct

BERNARD L. MADOFF: Investors' Bid to Oust Trustee Fails
BROADSTRIPE LLC: Assets Sold; To Wrap Up Case via Ch. 7
CADILLAC NURSING: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Lenders Convert $71MM Into Term B-6 Loans
CAPSALUS CORP: Completes Purchase of Genewize Life Sciences

CHRIST HOSPITAL: Final Hearing on HFG DIP Facility Today
CLEAN BURN: Trustee Opposes Case Conversion to Chapter 7
CLEAR CHANNEL: Board Approves 2012 Supplemental Incentive Plan
COMSTOCK MINING: Underwriters Exercise Over-Allotment Option
CONNAUGHT GROUP: Has 5-Member Creditors Committee

CONNAUGHT GROUP: March 1 Hearing on Cash Use, Sale Protocol
CONNAUGHT GROUP: Wins Extension of Schedules Filing Deadline
CONNAUGHT GROUP: Taps Kurtzman Carson Consultants as Claims Agent
CONNAUGHT GROUP: Zygote Associates to Provide CRO
CROSSOVER FINANCIAL: Opposes DeCelles' Motion to Dismiss

CUMULUS MEDIA: Board Provides Criteria for Incentive Awards
CUSTER ROAD: Sec. 341 Creditors' Meeting on March 2
CUSTER ROAD: Files List of 20 Largest Unsecured Creditors
CUSTER ROAD: Taps Richard W. Ward as Bankruptcy Counsel
CYBERDEFENDER CORP: Files for Chapter 11 to Sell to GR Match

DYNEGY INC: Committee Wants to Retain ICF as Markets Advisor
DYNEGY INC: U.S. Bank Says Counterclaims Barred
DRYSHIPS INC: Incurs $70.1 Million Net Loss in 2011
EASTMAN KODAK: S&P Assigns 'B-' Rating to $700MM DIP Term Loan
EASTMAN KODAK: Apple Asks for Lift Stay of Patent Lawsuit

EASTMAN KODAK: Wins Approval to Pay Employee Obligations
EASTMAN KODAK: Wins Approval to $60-Mil. Foreign Vendor Claims
ENERGY FUTURE: Subsidiaries to Offer $200MM of Sr. Secured Notes
ENERGY TRANSFER: Fitch Assigns 'BB' Rating to Sr. Sec. Term Loan
ENIVA USA: $350,000 Post-Confirmation Financing Approved

ENIVA USA: Plan Confirmed; Unsecureds to Recover 7.5% in 3 Years
EVERGREEN SOLAR: Wants Exclusive Filing Period Extended to June 12
EXECUTIVE CENTER OF SIMI: Sec. 341 Creditors' Meeting on March 20
EXECUTIVE CENTER OF SIMI: Platinum Objects to Cash Collateral Use
G & W ROOFING: Case Summary & 20 Largest Unsecured Creditors

GASPAR PROPERTIES: Case Summary & 24 Largest Unsecured Creditors
GETTY PETROLEUM: Wants to Block Suit Over Gas Station Transfers
GFR ONE: Case Summary & 6 Largest Unsecured Creditors
GOLD LEAF: Firm That Sells Statue of Liberty Junk in Bankruptcy
GOOD SAM: Completes Offer to Purchase $7.42 Million Senior Notes

GOODYEAR TIRE: Fitch Rates Proposed $700-Mil. Notes at 'B/RR5'
GREAT PLAINS: Wants to Employ Dworken & Bernstein as Counsel
GREAT PLAINS: Can Retain Bernstein Law Firm as Counsel
GREAT PLAINS: No Unsecured Creditors Committee Formed
GRUBB & ELLIS: Can Hire Grubb & Ellis Company as Claims Agent

HERCULES OFFSHORE: Files Fleet Status Report as of Feb. 23
HOSTESS BRANDS: U.S. Trustee Slams $5MM Pay Package for CEO
HOVENSA LLC: S&P Withdraws 'B' Rating on $355.7MM Revenue Bonds
HOVENSA LLC: Fitch Withdraws 'BB-' Ratings on Sr. Secured Bonds
HP COMMUNITIES: S&P Affirms 'BB+' Rating on Series 2008B Bonds

IMEDICOR INC: Incurs $5.2 Million Net Loss in 2011
INTELLICELL BIOSCIENCES: Earns $2-Mil. from Sale of Securities
JEFFERSON COUNTY: S&P Affirms 'B' SPUR on Various Warrant Series
KOREA TECHNOLOGY: Disclosure Statement Hearing Set for March 27
KOREA TECHNOLOGY: CAR Can Hire Natural Asphalt as Sales Agent

KURRANT MOBILE: Misses Payment on $385,050 Promissory Notes
LA JOLLA: To Effect a 1-for-100 Reverse Common Stock Split
LEHMAN BROTHERS: Claims Trades Fell to $1.9-Bil. in January
LEHMAN BROTHERS: NY Atty. General to Pursue Suit vs. E&Y
LEHMAN BROTHERS: LBSF Drops Winding-Up Petition vs. Wockhardt

LEHMAN BROTHERS: Names New Directors for Two Subsidiaries
LEHMAN BROTHERS: Dominated Claims Trading in 2011
LEHMAN BROTHERS: Law Firm Escapes Ex-Workers Malpractice Claims
LEHMAN BROTHERS: Retirees Seek Class Certification in Suit vs E&Y
LEVEL 3: Board Approves Amendment to By-Laws

LEVI STRAUSS: Anne Rohosy Named EVP, Pres. Commercial Operations
LIBERATOR INC: Names M. Kane as EVP, J. Blanchard as SVP
LODGENET INTERACTIVE: Incurs $631,000 Net Loss in 2011
M WAIKIKI: $9 Million DIP Loan from Davidson Trust Gets Final OK
M WAIKIKI: HallStrom Group Approved as Non-Testifying Expert

M WAIKIKI: Asserts that No Party May File a Plan Until Feb. 27
MAIN ST. PERSONAL: S&P Affirms 'B-' Counterparty Credit Rating
MAUI LAND: Board of Directors Reduced to Six Members
MERCHANTS MORTGAGE: Judge Confirms Chapter 11 Plan
MF GLOBAL: Sangani Family Sought Claims Bar Date Extension

MF GLOBAL: A. Furgatch Wants Sec. 523 Administration of Cases
MF GLOBAL: US Specialty Wants Lift Stay to Pay Defense Costs
MF GLOBAL: NHIC Indemnity Insurance Not Estate Asset
MF GLOBAL: Has Stipulation on Reimbursing MFG for Defense Costs
MGM RESORTS: Incurs $19.3 Million Net Loss in Fourth Quarter

MGT CAPITAL: NYSE Gets Extension Related to Plan of Compliance
MICROBILT CORP: Plan Outline Hearing Scheduled for March 8
MICROBILT CORP: Oscar Marquis OK'd as Special Regulatory Counsel
MOHEGAN TRIBAL: Exchange Offers Expiration Extended Until Today
MORGAN'S FOODS: James Pappas Elected to Board of Directors

MORGAN'S FOODS: James Pappas Discloses 12.6% Equity Stake
NAVISTAR INTERNATIONAL: Jeffrey Altman Holds 5.8% Equity Stake
NET ELEMENT: Mike Zoi Discloses 90.7% Equity Stake
NEW LEAF: Enters Into Consulting Agreement with Fuselier
NO FEAR RETAIL: Hearing on Plan Disclosures Set for March 22

NORTHCORE TECHNOLOGIES: Renews Contract of Key Enterprise Client
OMNICOMM SYSTEMS: Cornelis Wit Discloses 45.7% Equity Stake
OMNICOMM SYSTEMS: Guus Kesteren Retains 5.7% Equity Stake
OMNICOMM SYSTEMS: Fernando Montero Discloses 8.2% Equity Stake
PATIENT SAFETY: Lynne Silverstein Appointed as Class A Director

PHI GROUP: Incurs $61,000 Net Loss in Dec. 31 Quarter
PHOENIX COMPANIES: Fitch Affirms Issuer Default Rating at 'B'
PONCE TRUST: Case Summary & 20 Largest Unsecured Creditors
PROLOGIS INC: Fitch Affirms 'BB' Rating on $582-Mil. Pref. Stock
QUINTILES TRANSNATIONAL: S&P Rates $300MM Sr. Sec. Loan at 'B'

RESPONSE GENETICS: Regains NASDAQ Compliance
ROUNDY'S SUPERMARKETS: S&P Raises Corp. Credit Rating to 'B+'
RSC EQUIPMENT: S&P Keeps 'B-' Corp. Credit Rating on Watch Neg.
SAVANNAH OUTLET: Can Access Lender Cash Collateral Until April 30
SAVANNAH OUTLET: Case Dismissal Hearing Moved to April 17

SEARS HOLDINGS: Incurs $2.4 Billion Net Loss in Jan. 28 Quarter
SEARS HOLDINGS: Poor 2011 Results Trigger Company Transformation
SEMTECH CORP: S&P Assigns Prelim. 'BB' Corporate Credit Rating
SHANTA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
SHASTA LAKE: Files Amended Plan of Reorganization

SHENGDATECH INC: Wants Plan Filing Exclusivity Until June 18
SOLYNDRA LLC: Headquarters Could Land Foreign Buyer, Brokers Say
SOVRAN LLC: Court Approves Schwabe Williamson as Counsel
SP NEWSPRINT: Can Pay ACE's Surety Bonds from Cash Collateral
SP NEWSPRINT: Has Until June 12 to Propose Chapter 11 Plan

SP NEWSPRINT: Court Establishes March 23 as Claims Bar Date
SP NEWSPRINT: Lease Decision Period Extended Until June 12
ST. JUDE: Case Summary & 20 Largest Unsecured Creditors
SUNGARD DATA: Fitch Lifts Issuer Default Rating to 'B+'
SUPERMEDIA INC: Board Establishes 2012 STIP Plan, Cash LTI Plan

SUPERMEDIA INC: Files Form 10-K, Incurs $771MM Net Loss in 2011
SUPERMEDIA INC: To Utilize up to $31 Million to Buy Back Debt
TAO-SAHI LP: Plan Confirmation Hearing Continued Until April 5
TECHNEST HOLDINGS: To Borrow $100,000 from Khaldoon Aljerian
TRIBUNE CO: Wins Final Approval of Wage Class Action Settlement

TRIBUNE CO: File 2015.3 Report as of Dec. 31
TRIDENT MICROSYSTEMS: U.S. Trustee Objects to Incentive Plan
UNITED RENTALS: S&P Assigns 'BB-' Rating to $650-Mil. Sec. Notes
UNITED STATES OIL: To Pay $650,000 Trentelman P-Note on June 30
VANTIV LLC: S&P Puts 'B+' Corporate Credit Rating on Watch Pos.

VIASAT INC: S&P Assigns 'B+' Rating on $275-Mil. New Sr. Notes
VITRO SAB: Units Face US Bank $311MM Breach of Contract Suit
WHOLE FOODS: S&P Affirms 'BB+' Corporate Credit Rating
ZALE CORP: Reports $28.8 Million Net Earnings in Jan. 31 Quarter

* Harb, Levy & Weiland LLP to Merge with EisnerAmper LLP

* BOND PRICING -- For Week From Feb. 20 to 24, 2012



                            *********

2655 BUSH: Chapter 11 Status Conference on April 6
--------------------------------------------------
The Bankruptcy Court will hold a Chapter 11 Status Conference in
the Chapter 11 case of 2655 Bush LLC on April 6, 2012, at 9:30
a.m. at San Francisco Courtroom 23 -- Carlson.  The Debtor is
required to file a Status Conference Statement by March 30.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012, listing $10 million to $50 million in
assets and debts.  Judge Thomas E. Carlson presides over the case.
Michael St. James, Esq., at St. James Law, serves as the Debtor's
counsel.


2655 BUSH: Sec. 341 Creditors' Meeting Set for March 13
-------------------------------------------------------
The U.S. Trustee in San Francisco, California, will convene a
First Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 bankruptcy of 2655 Bush LLC on March 13, 2012, at 9:00
a.m. at San Francisco U.S. Trustee Office.

Proofs of Claim are due by June 11, 2012.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012, listing $10 million to $50 million in
assets and debts.  Judge Thomas E. Carlson presides over the case.
Michael St. James, Esq., at St. James Law, serves as the Debtor's
counsel.


ADINO ENERGY: Sells Interest in IFL to Pomisu XXI for $900,000
--------------------------------------------------------------
Adino Energy Corporation sold all of its membership interest in
its wholly-owned subsidiary, Intercontinental Fuels, LLC, to
Pomisu XXI S.L.  The purchase price to be paid is $900,000, to be
paid in two installments with the first installment of $244,824
due on Feb. 7, 2011, and the balance due not later than May 7,
2012.  The balance of the purchase price will be computed as
follows: $900,000 minus $244,842 minus any IFL liabilities plus
any cash on deposit with Regions Bank for the benefit of IFL or
cash on deposit with J.P. Morgan Bank for the benefit of the
Company.

                        About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

The Company reported a net loss of $851,570 for the nine months
ended Sept. 30, 2011, compared with a net loss of $84,134 for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.55 million in total assets, $6.57 million in total liabilities,
and a $3.01 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations and
maintains a working capital deficit.


ADVANCED MEDICAL: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advanced Medical Imaging of Stuart, L.P.
        1596 SE Federal Highway
        Stuart, FL 34994

Bankruptcy Case No.: 12-14182

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Eric A. Rosen, Esq.
                  ROSEN & WINIG, P.A.
                  2925 PGA Boulevard, # 100
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 799-6040
                  Fax: (561) 799-4047
                  E-mail: erosen@rosenwinig.com

                         - and ?

                  Kaleb R. Bell, Esq.
                  ROSEN & WINIG, P.A.
                  2925 PGA Boulevard, # 100
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 799-6040
                  Fax: (561) 799-4047
                  E-mail: kbell@rosenwinig.com

Scheduled Assets: $125,864

Scheduled Liabilities: $2,363,195

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-14182.pdf

The petition was signed by Mark Greenberg, president of MG Imaging
Corp., general partner.


AIR CANADA: Machinists Union Reject 'Sub-Standard' Offer
--------------------------------------------------------
The Membership of the International Association of Machinists and
Aerospace Workers, the largest union at Air Canada, said in a
statement that after nine months of face to face bargaining, it
has voted to reject a proposed tentative agreement.

The union said the membership was in "no mood to accept what they
considered a sub-standard offer" from Air Canada.  As a result,
they have also voted 78% in support of strike action.

The union notes that its members across the board are earning less
in real terms than they did after the CCAA hearings in 2002.  In
real dollars, the members have been falling behind each year for
over a decade, according to the group.

According to the machinists group, Robert Milton inherited a
profitable company and managed Air Canada into bankruptcy.  He
sold off the divisions that were the most profitable and then he
walked away with between $82,000,000 and $100,000,000.

Montie Brewer was next at the trough and left with around
$17,500,000, leaving behind a company that was again in trouble.

In 2009, all of the employees of Air Canada were once again asked
to save the airline.  They agreed to allow the company to delay
their pension payments until 2014.

The statement by the union said, "Now we have Mr. Calin Rovinescu
who will soon get another $5,000,000 as a retention bonus.  Our
members are saying this cannot continue!"

The IAMAW will be meeting next week to prepare for a return to
bargaining with Air Canada.

                         About Air Canada

Air Canada -- http://www.aircanada.com/-- is Canada's largest
domestic and international full-service airline providing
scheduled and charter air transportation for passengers and cargo
to more than 180 destinations on five continents.  Canada's flag
carrier is the 15th largest commercial airline in the world and
serves over 34 million customers annually.  Air Canada provides
scheduled passenger service directly to 60 Canadian cities, 57
destinations in the United States and 63 cities in Europe, the
Middle East, Asia, Australia, the Caribbean, Mexico and South
America.  Air Canada is a founding member of Star Alliance, the
world's most comprehensive air transportation network serving
1,290 destinations in 189 countries.


AMERICAN APPAREL: Stilotex Founder Named Independent Director
-------------------------------------------------------------
The Board of Directors of American Apparel, Inc., elected Alberto
Chehebar as a Class B director and as a member of the Nominating
and Corporate Governance Committee of the Board.

The Board has determined that there are no matters or
relationships that it reasonably believes could be considered to
interfere with Mr. Chehebar's exercise of independent judgment in
carrying out the responsibilities of a director of the Company,
and that Mr. Chehebar meets the definition of "independent
director," as defined in Section 803A of the NYSE Amex Company
Guide.

Mr. Chehebar is a founder of Stilotex S.A., a Colombia-based
wholesale distributor of textiles, toys, home appliances, baby
clothing and baby products, where he has served as a director
since 1992.  Additionally, since 2006, Mr. Chehebar has served as
a partner and a director of Pepe Ganga, a Colombia-based a retail
chain that sells toys, clothing, and household, beauty,
entertainment and sports products, among others.  Mr. Chehebar has
also served as a partner and a director of Blu Logistics, a
Colombia-based shipping and logistics company, since 2008.  Mr.
Chehebar is a graduate of Manhattanville College, where he
received a Bachelor of Arts with a concentration in Sociology.

There were no arrangements or understandings between Mr. Chehebar
and any other person pursuant to which Mr. Chehebar was elected to
serve as a director, and there are and have been no transactions,
either since the beginning of the Company's last fiscal year or
currently proposed, involving Mr. Chehebar that are required to be
disclosed under Item 404(a) of Regulation S-K.

As a director, Mr. Chehebar will be eligible to receive
compensation in the same manner as the Company's other directors,
as outlined generally in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on May 20, 2011.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICAN LASER: Debtor Now Named CLA Hold After Versa Sale
----------------------------------------------------------
ALC Holdings LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware an amended notice of change of case
caption to reflect that CLA Holdings LLC will be known instead as
CLA Hold LLC.

As reported in the Troubled Company Reporter on Feb. 21, 2012, the
Debtor notified the Court that effective Feb. 3, the case caption
will reflect CLA Holdings LLC, et al.

On Jan. 31, 2012, the Court approved the asset purchase agreement
and authorized the sale of certain assets.  Pursuant to the sale
order, the Debtors are authorized to change their corporate names
and caption of the Chapter 11 cases.

A full-text copy of the changes in the Debtors' names and caption
changes is available for free at:

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

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

The Debtors disclosed total assets of $80.4 million and total
liabilities including $40.3 million owing on a first-lien debt,
$51 million in subordinated notes, and $17.9 million is owing to
trade suppliers, as of Oct. 31, 2011.  American Laser Centers of
California LLC disclosed $20,988,454 in assets and $99,951,866 in
liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities.

The Official Committee of Unsecured Creditors has tapped Herrick,
Feinstein LLP as bankruptcy counsel; Ashby & Geddes, P.A. as
Delaware counsel; and J.H. Cohn LLP as its financial advisor.

American Laser Centers on Feb. 6, 2012, disclosed that it has
completed a sale of substantially all of its assets to private
equity investment firm Versa Capital Management, LLC.  The company
received Court approval of the sale on Jan. 31.  Private equity
lender Versa Capital is paying $39.5 million.  A planned auction
failed to turn up additional bids.


AMERICAN LASER: Herrick Feinstein Approved as Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., to retain Herrick, Feinstein
LLP as its counsel.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
Herrick is expected to, among other things:

  (a) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' businesses;

  (b) assist the Committee in its analysis of and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of non-residential real property and
      executory contracts, asset dispositions, financing or other
      transactions and the terms of one or more plans of
      reorganization or liquidation for the Debtors and
      accompanying disclosure statements and related plan
      documents; and

  (c) assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      the chapter 11 cases.

Stephen B. Selbst, a member of Herrick, told the Court that the
firm has agreed to provide a 15% discount off its regular hourly
rates.  The hourly rates charged by Herrick for professionals and
paraprofessionals employed in its offices are:

         Partners and Counsel              $475 - $950
         Associates                        $275 - $590
         Paraprofessionals                 $175 - $350

Herrick attorneys expected to have primary responsibility for
providing services to the Committee are:

         Stephen Selbst                        $860
         Frederick E. Schmidt, Jr.             $590

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

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

The Debtors disclosed total assets of $80.4 million and total
liabilities including $40.3 million owing on a first-lien debt,
$51 million in subordinated notes, and $17.9 million is owing to
trade suppliers, as of Oct. 31, 2011.  American Laser Centers of
California LLC disclosed $20,988,454 in assets and $99,951,866 in
liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities.

The Official Committee of Unsecured Creditors has tapped Herrick,
Feinstein LLP as bankruptcy counsel; Ashby & Geddes, P.A. as
Delaware counsel; and J.H. Cohn LLP as its financial advisor.

American Laser Centers on Feb. 6, 2012, disclosed that it has
completed a sale of substantially all of its assets to private
equity investment firm Versa Capital Management, LLC.  The company
received Court approval of the sale on Jan. 31.  Private equity
lender Versa Capital is paying $39.5 million.  A planned auction
failed to turn up additional bids.


AMERICAN LASER: Ashby & Geddes OK'd as Panel's Delaware Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., to retain Ashby & Geddes, P.A.
as its Delaware counsel.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
Ashby & Geddes is expected to, among other things:

   a. provide legal advice regarding the rules and practices of
      the Court applicable to the Committee's powers and duties as
      an official committee appointed under section 1102 of the
      Bankruptcy Code;

   b. provide legal advice regarding any sale of the Debtors'
      assets pursuant to Section 363 of the Bankruptcy Code or
      otherwise; and

   c. provide legal advice regarding any disclosure statement and
      plan filed in these cases and with respect to the process
      for approving or disapproving a disclosure statement and
      confirming or denying confirmation of a plan.

William P. Bowden, a member of Ashby & Geddes, told the Court
that the hourly rates of Ashby & Geddes's personnel are:

         Professional                      Hourly Rate
         ------------                      -----------
   William P. Bowden, member                   $640
   Amanda M. Winfree, associate                $400
   Leigh-Anne M. Raport, associate             $315
   Cathie B. McCloskey, paralegal              $185

Mr. Bowden, added that the rates are adjusted on an annual basis
and reflect an adjustment made effective Jan. 1, 2012.  For work
performed between Dec. 28, 2011 and Dec. 31, 2011, the standard
hourly rates of these attorneys and paralegals, are:

         Professional                      Hourly Rate
         ------------                      -----------
   William P. Bowden, member                   $620
   Amanda M. Winfree, associate                $375
   Leigh-Anne M. Raport, associate             $290
   Cathie B. McCloskey, paralegal              $185

Mr. Bowden assures the Court that Ashby & Geddes is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

The Debtors disclosed total assets of $80.4 million and total
liabilities including $40.3 million owing on a first-lien debt,
$51 million in subordinated notes, and $17.9 million is owing to
trade suppliers, as of Oct. 31, 2011.  American Laser Centers of
California LLC disclosed $20,988,454 in assets and $99,951,866 in
liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities.

The Official Committee of Unsecured Creditors has tapped Herrick,
Feinstein LLP as bankruptcy counsel; Ashby & Geddes, P.A. as
Delaware counsel; and J.H. Cohn LLP as its financial advisor.

American Laser Centers on Feb. 6, 2012, disclosed that it has
completed a sale of substantially all of its assets to private
equity investment firm Versa Capital Management, LLC.  The company
received Court approval of the sale on Jan. 31.  Private equity
lender Versa Capital is paying $39.5 million.  A planned auction
failed to turn up additional bids.


AMERICAN LASER: J.H. Cohn Okayed as Committee's Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., to retain J.H. Cohn LLP, as its
financial advisor effective as of Dec. 28, 2011.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
J.H. Cohn is expected to, among other things:

  (a) scrutinize the proposed sale transactions, including the
      assumption or rejection of executory contracts;

  (b) develop and evaluate alternative sale and restructuring
      strategies; and

  (c) review reasonableness of the DIP facility terms including
      the likelihood that Debtors will be able to comply with the
      terms of the order.

Clifford A. Zucker, partner of J.H. Cohn, told the Court that the
firm's billing rates for the accounting and financial advisory
services of the nature to be rendered to the Committee are:

         Partners/Senior Partners           $550 - $720
         Director/Senior Manager/Mgr.       $460 - $550
         Other Professional Staff           $185 - $360
         Paraprofessional                   $155 - $175

Mr. Zucker assures the Court that to the best of his knowledge,
information and belief, JH Cohn does not have or represent any
interest materially adverse to the interest of the Debtors, or of
any class of creditors or equity security holders of the Debtors,
by reason of any direct or indirect relationship to, connection
with, or interest in the Debtors.

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

The Debtors disclosed total assets of $80.4 million and total
liabilities including $40.3 million owing on a first-lien debt,
$51 million in subordinated notes, and $17.9 million is owing to
trade suppliers, as of Oct. 31, 2011.  American Laser Centers of
California LLC disclosed $20,988,454 in assets and $99,951,866 in
liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities.

The Official Committee of Unsecured Creditors has tapped Herrick,
Feinstein LLP as bankruptcy counsel; Ashby & Geddes, P.A. as
Delaware counsel; and J.H. Cohn LLP as its financial advisor.

American Laser Centers on Feb. 6, 2012, disclosed that it has
completed a sale of substantially all of its assets to private
equity investment firm Versa Capital Management, LLC.  The company
received Court approval of the sale on Jan. 31.  Private equity
lender Versa Capital is paying $39.5 million.  A planned auction
failed to turn up additional bids.


AMERICAN REALTY: Taps Santoro Driggs as General Bankruptcy Counsel
------------------------------------------------------------------
American Realty Trust, Inc., asks the U.S. Bankruptcy Court for
the District of Nevada for permission to employ Santoro, Driggs,
Walch, Kearney, Holley & Thompson as general bankruptcy counsel.

The hourly rates of Santoro Driggs' personnel are:

         Associates                   $160 - $310
         Shareholders                 $330 - $550
         Paraprofessionals                $175

The firm received a $25,000 from the Debtor constituting the full
retainer requested by the Santoro Firm.

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

The Debtor set a hearing on March 14, 2012, at 9:30 a.m., on the
proposed employment of the firm.

                    About American Realty Trust

Las Vegas, Nevada-based American Realty Trust, Inc., filed for
Chapter 11 (Bankr. D. Nev. Case No. 12-10883) on Jan. 26, 2012,
estimating assets and debts of $10 million to $50 million.  The
Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101 (51B).  Judge Mike K. Nakagawa presides over the case.  The
petition was signed by Steven A. Shelley, vice president.

The Debtor's counsel can be reached at:

         Richard F. Holley, Esq.
         Ogonna M. Atamoh, Esq.
         SANTORO, DRIGGS, WALCH, KEARNEY, HOLLEY & THOMPSON
         400 South Fourth Street, Third Floor
         Las Vegas, NV 89101
         Tel: (702) 791-0308
         Fax: (702) 791-1912
         E-mail: rholly@nevadafirm.com
                 oatamoh@nevadafirm.com


APEX DIGITAL: Replaces Rutter Hobbs With Davidoff Gold as Attorney
------------------------------------------------------------------
Rosendo Gonzalez, the Chapter 11 Examiner appointed in the
bankruptcy of debtor Apex Digital, Inc., has filed a notice of
substitution of attorney.  The new attorney to represent the
Examiner will be:

         C. John M. Melissinos, Esq.
         DAVIDOFF GOLD LLP
         1900 Avenue of the Stars, 20111 Floor
         Los Angeles, California 90067
         Tel: (310) 201-7536
         Fax: (213) 402-5026
         E-mail: jmelissinos@davidoffgold.com

As reported in the Troubled Company Reporter on Feb. 3, 2012,
The Examiner had sought authorization to employ Rutter Hobbs &
Davidoff Incorporated as his general bankruptcy counsel, effective
as of Dec. 6, 2011.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.


APEX DIGITAL: Wants to Retain Shafai as Special Litigation Counsel
------------------------------------------------------------------
Apex Digital, Inc., asks the Bankruptcy Court for authorization to
retain The Law Offices of John Z. Shafai as special litigation
counsel.

On Jan. 31, 2008, the Debtor filed a complaint in the Superior
Court of the State of California in and for the County of Los
Angeles, Central District against numerous defendants.  Pursuant
to the Complaint, the Debtor seeks damages in excess of $2
million.

The Debtor requires the services of special litigation counsel to
represent the Debtor in connection with the State Court Action.
The Debtor requires special litigation counsel to obtain default
judgments against the Defaulted Defendants, to collect on any
default judgments rendered against the Defaulted Defendants, and
to take collection actions against Larry R. Metz and Miranda Suen
(the defendants who are currently in breach of their settlement
agreements with the Debtor).  The claims asserted by the Debtor in
the State Court Action constitute assets of the Debtor's
bankruptcy estate and may potentially be a source of funding for
the Debtors'reorganization efforts.

Since Shafai has represented the Debtor in connection with the
State Court Action from its inception, Shafai is extremely
familiar with and knowledgeable about the factual and legal issues
relating to the State Court Action.  Given Shafai's familiarity
with the State Court Action, the Debtor believes that Shafai is
the ideal counsel to represent the Debtor in connection with the
State Court Action.

On Aug. 20, 2007, the Debtor and Shafai entered into a written
agreement formalizing the Debtor's retention of Shafai as its
counsel in connection with the State Court Action.  For its legal
services, Shafai has agreed to accept a contingency fee equal to
one-third (33.33%) of any recovery from the State Court Action,
plus the reimbursement of any out-of-pocket expenses incurred by
Shafai in connection with the State Court Action.

In light of the fact that Shafai is being employed on a
contingency fee basis, Shafai will not be maintaining time sheets
or billing records in connection with its representation of the
Debtor.  In addition, Shafai is seeking to be excused from the
need to file a formal fee application with the Court in connection
with the payment of its Contingency Fee or the reimbursement of
its out-of-pocket expenses.

John Z. Shafai, Esq., assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.

Rosendo Gonzalez has been named Chapter 11 examiner appointed in
the bankruptcy case of Apex Digital.  Mr. Gonzalez has tapped C.
John M. Melissinos, Esq., at Davidoff Gold LLP, as counsel.


APEX DIGITAL: Withdraws Motion to Extend Exclusive Periods
----------------------------------------------------------
Apex Digital, Inc., has withdrawn its Dec. 12, 2011 motion to
extend the exclusive filing and solicitation periods.

The motion had requested for an extension of the exclusive filing
period beyond Dec. 12, 2011, and the solicitation period beyond
Feb. 13, 2012.

In the motion, the Debtor said it has been engaged in extensive
discussions with the Official Committee of Unsecured Creditors
regarding the potential terms of a plan of reorganization.  The
Debtor said it intends to continue working cooperatively with the
Committee to formulate and file what the Debtor hopes will be a
consensual plan of reorganization in its case.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.

Rosendo Gonzalez has been named Chapter 11 examiner appointed in
the bankruptcy case of Apex Digital.  Mr. Gonzalez has tapped C.
John M. Melissinos, Esq., at Davidoff Gold LLP, as counsel.


APPALACHIAN REGIONAL: Fitch Lifts Rating on $61MM Bonds to 'BB'
---------------------------------------------------------------
In the course of its ongoing surveillance efforts, Fitch upgrades
to 'BB' from 'BB-' the following bond issued on behalf of
Appalachian Regional Healthcare (ARH):

  -- $61,545,000 Kentucky Economic Development Finance Authority
     refunding and improvement revenue bonds (Appalachian Regional
     Healthcare, Inc.) series 1997

The Rating Outlook is Stable.

Bonds are secured by a pledge of gross revenues of the system,
which is weak for the rating level.

IMPROVED FINANCIAL PROFILE: The upgrade is based on an improved
financial profile that is more in line with the 'BB' rating level,
driven by three audited years (fiscal year-end Jun. 30) of
positive operating margins, which has been maintained through the
six month interim period ended Dec. 31, 2011.  The improved cash
flow has led to a material growth in ARH's liquidity, with
liquidity very solid for the rating level.

PRO FORMA MADS COVERAGE ADEQUATE: Fitch expects ARH to borrow
approximately $68 million over the next few years (approximately
$14 million in fiscal 2012) that will fund capital projects and
address critical capital needs across ARH's system.  A pro forma
analysis of the maximum annual debt service (MADS) shows coverage
at an adequate 1.5 times (x) in the six month fiscal 2012 interim
period.

PHYSICIAN RECRUITMENT IMPROVING: ARH has grown its active medical
staff by about 10% over the last 18 months, and a focused campaign
to recruit physicians with connections to the region is beginning
to show results with two general surgeons, an oncologist, and an
obstetrician with ties to the area expected to join the medical
staff in the near term.  ARH is also growing its clinical
relationship with the University of Kentucky in the areas of
cardiology and oncology, which should further help in physician
coverage of acute service lines and overall physician recruitment.

CREDIT CONCERNS REMAIN: ARH's weak service area demographics and
its high levels of Medicaid (24% of gross revenues), self pay, bad
debt, and charity care continue to present a challenging operating
environment.

After an operating loss in fiscal 2008, ARH has posted three
consecutive years of positive operating margins  ARH finished
fiscal 2011 with a 2.2% operating margin ($12.6 million in
operating income) and a 7.2% operating EBTIDA margin.  Results in
fiscal 2011 were helped by a few one-time revenue items, the
largest approximately $5.5 million in meaningful use funds.
However, six month fiscal 2012 results show a 0.7% operating
margin and a 5.2% operating EBITDA, similar to results from the
same period in fiscal 2011.  ARH management reports that the
system enters its busy season in the first quarter of the calendar
year, and early indications are that volumes are holding.  ARH has
managed expenses well and is under budget for both supplies and
pharmaceuticals through the six month interim period.  ARH is
budgeting for a positive operating margin in fiscal 2012, which
Fitch believes ARH will achieve.

Positive operations have contributed to strong liquidity growth
over the last fiscal three years, as ARH added more than $100
million of unrestricted liquidity to the balance sheet.  As of
December 31, 2011, ARH had $145.3 million of unrestricted cash and
investments (excluding a $2.3 million draw on a line of credit and
$11.4 million held as collateral for worker's compensation
insurance), which equated to 107.7 days cash on hand, a 6.1x pro
forma cushion ratio, and 173.5% cash to debt, all very solid for
the rating level.  Cash to debt drops to 95.8% on a pro forma
basis factoring in the expected new debt, but remains strong for
the rating level.  In fiscal 2012, ARH purchased the assets of
Mary Breckenridge Hospital, a critical access hospital located
near Hazard.   The purchase had little effect on ARH's liquidity
and overall should be a credit neutral to ARH's financial profile.

Growth in liquidity has been aided by the stretching of payables
and deferred capital spending. Days in current liabilities stood
at a very high 113.9 days at Dec. 31, 2011, much higher than the
92.3 days at year end fiscal 2009, including a $12 million rise in
accounts payable from fiscal 2010 to fiscal 2011.  In addition,
ARH has preserved liquidity by deferring capital expenditures.
Capital spending has averaged a thin 47% of depreciation over the
last four years and raises concerns about ARH's competitive
ability.  Average age of plant has increased to 13.3 in fiscal
2011 from 10.5 in fiscal 2008. Additional stress on liquidity
comes from the pension liability. ARH's pension is approximately
70% funded.  The pension liability as of Dec. 31, 2011 was $65
million, and ARH is expected to make payments of $18 million in
2011 and $20 million in 2012.  While these are credit concerns,
Fitch believes that these concerns are manageable at the higher
'BB' rating level and that liquidity will remain stable over the
near term.

Fitch view positively that ARH is addressing its deferred capital
spending.  ARH plans to spend approximately $70 million mostly at
Whitesburg, Hazard, and Beckley.   The projects will include a new
tower at Whitesburg, a new emergency room at Hazard, and
renovations to patient rooms at Beckley. The projects will provide
critical capital updates to components of the ARH system that are
dated.  Fitch expects ARH to finance approximately $68 million of
the capital projects through a combination of United States
Department of Agriculture (USDA) loans ($40 million) and bank
loans with a USDA guarantee ($20 million), with the remaining
portion ($6.8 million) still to be determined but likely to be a
bank loan.  Pro forma MADS remains manageable increasing to $23.8
million from $20.4 million and is helped by the favorable
financing terms of the USDA loans which are expected to have a 40
year amortization and a 3.75% interest rate.  Construction for all
the projects will occur during the next two years with completion
expected by fiscal year 2014.  Additionally, even with the reduced
capital spend, ARH was able to invest in information technology
and attest to Stage 1 meaningful use.

ARH has maintained a solid market position in its service areas,
but utilization trends are essentially flat except for emergency
room (ER) visits.  Renovations to Hazard's ER should continue to
strengthen ER visits.  Approximately 60% of ARH's admissions come
through its ER, so it is an important source of volumes.
Physician recruitment and retention continue to be challenges for
the system.  But active staff has grown 10% in the last 18 months
and ARH's program to recruit physicians with ties to the region is
beginning to show benefit.  Successful execution of this strategy
as well a focus on growing oncology and cardiology through
expanding its clinical relationship with the University of
Kentucky will be critical in ARH sustaining current levels of
operations.

ARH service area remains challenging. Unemployment rates in the
system's Kentucky service are higher than state and national
averages and Median household income is below state averages.
Economic statistics are similar for the system's West Virginia
market, though not as severe.  Sixty percent of ARH's revenue mix
comes from a combination of Medicare and Medicaid and 10% of the
revenues are self pay, further highlighting the area's challenges.

The Stable Outlook reflects Fitch's belief that ARH's will
maintain positive operating margins over the next few years which
will led to further financial stability at the current rating
level.

Appalachian Regional Healthcare (ARH) is a not-for-profit health
system serving 350,000 residents across Eastern Kentucky and
Southern West Virginia.  Operating ten hospitals, multi-specialty
physician practices, home health agencies, homecare stores and
retail pharmacies, ARH is the largest provider of care and single
largest employer in southeastern Kentucky and the third largest
private employer in southern West Virginia.  Total operating
revenue in fiscal 2011 was $578.8 million.  ARH covenants to
disclose only annual financial information and utilization
statistics to bondholders.  ARH provides timely disclosure
including quarterly disclosure of income statements, balance
sheets, and utilization statistics to bondholders on its secure
web site.


APPLETON PAPERS: Has Tentative $3-Bil. Supply Pact With Domtar
--------------------------------------------------------------
Appleton Papers Inc. and Domtar Corporation announced a tentative
agreement in which Domtar would supply Appleton with most of the
uncoated base paper the Company needs to produce its thermal,
carbonless, and other specialty paper products.  The historic
15-year supply deal is valued at more than $3 billion over the
life of the agreement.

The proposed supply agreement would provide Appleton with reliable
access to competitively-priced, high-quality base paper for all
its paper segments and reduce the Company's exposure to
unpredictable market costs for pulp and waste paper.  Appleton
would become more competitive with integrated paper companies.
The proposed agreement would also enable Appleton to place greater
focus on its core capabilities of coating formulations and
applications, strengths on which the Company was founded more than
100 years ago.  Domtar would gain significant and predictable
volume for its base paper business driven by demand in Appleton's
growing global thermal paper business.

"We operate in a capital and resource-intensive industry," said
Mark Richards, Appleton's chairman, president and chief executive
officer.  "Successful companies will be ones who find more
efficient ways to operate and deliver value to their customers.
For some that means greater and more efficient use of their
assets; for others it may involve closing operations that limit
efficiency."

"The proposed supply agreement with Domtar involves both, and
Appleton stands to gain significant operating efficiencies.  We
believe the proposal also demonstrates Appleton's deep commitment
to our customers and to the future of the specialty paper
business."

John D. Williams, Domtar's president and chief executive officer,
stated, "This proposed agreement provides us with an opportunity
to repurpose and replace high volume communication paper capacity
to specialty paper grades, while securing a growing business long-
term.  This innovative agreement is consistent with our strategic
plan that aims to bring growth into our revenue stream
capitalizing on our core competencies.  We appreciate the trust
and support of Appleton and their interest in further deepening
our long standing business relationship."

Appleton currently produces base paper at mills in West
Carrollton, Ohio, and Roaring Spring, Pa.  The Company purchases
any additional base paper it needs from other paper producers
including Domtar.  Appleton also buys a large amount of waste
paper and pulp, primarily for its West Carrollton mill, both of
which are susceptible to significant price volatility.

By purchasing the majority of its base paper supply from Domtar,
Appleton would stabilize a significant expenditure and enable the
Company to shed old, high-cost, non-integrated papermaking assets.
Appleton is proposing to cease recycled fiber processing and paper
production at its West Carrollton mill.  The Company would
continue to operate the world-class thermal paper coating
operations installed there in 2008.

The proposed supply agreement would result in a reduction of
approximately 330 jobs at the West Carrollton mill.  Assuming the
plan is finalized, approximately 100 employees would be retained
to continue to operate the thermal paper coating facility.
Carbonless paper coating currently conducted at West Carrollton
would be shifted to the Company's converting plant in Appleton,
Wis., and result in an increase of approximately 50 jobs at that
facility.  Employment and operations at Appleton's integrated pulp
and paper mill in Roaring Spring, Pa., would be unaffected by the
agreement.

The agreement is pending discussions with representatives of West
Carrollton's Local 266 of the United Steelworkers regarding the
reasons the company chose to pursue the agreement.

"We believe our proposal to discontinue papermaking operations at
West Carrollton is a competitive necessity and not a reflection of
the talent or commitment of our mill employees," Richards said.
"Our employees have never wavered in their dedication to
excellence and to serving our customers.  What has changed is the
economics of the industry in which we compete."

He added that non-integrated paper mills, those not capable of
producing pulp from logs or wood chips, are distinctly
disadvantaged and no longer competitive.  Worldwide demand for
pulp has driven its market price to historic highs.

"Because we buy pulp on the open market, it costs Appleton
considerably more to make base paper than it costs a producer like
Domtar, which can supply its own pulp.  Our proposed operational
changes, as difficult as they may be for many of our employees in
West Carrollton, are needed for our company to remain
competitive," Richards said.

The West Carrollton mill was built in 1948 by the American
Envelope Company.  Appleton purchased the mill in 1984 and has
made substantial investments to improve the mill's capabilities
and productivity.  The most significant investment occurred in
2008 when the company completed a $100-million expansion that
included the installation of a state-of-the-art coater to produce
thermal paper and construction of related facilities.

Richards said the Company will continue thermal paper coating
operations at the mill and that the new coater remains the
foundation on which Appleton will expand its leadership in the
growing, global thermal paper business.

On Feb. 22, 2012, in connection with its approval of the Supply
Agreement, and subject to any obligations of decision making
bargaining with representatives of Local 266 of the United
Steelworkers Union, the Board of Directors authorized a plan for
Appleton to dispose of papermaking assets at its facility in West
Carrollton, Ohio and move more carbonless coating to Appleton's
converting plant in Appleton, Wisconsin.  The Company plans to
continue its thermal coating operations at the facility in West
Carrollton.  The plan is expected to result in pre-tax charges
associated with the manufacturing capacity rationalization.  The
Board has delegated authority to the company's management to
determine the final plan with respect to these initiatives, which
are expected to include employee termination costs, accelerated
depreciation on certain equipment and other associated costs.

                      About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company's balance sheet at Oct. 2, 2011, showed
$638.30 million in total assets, $764.66 million in total
liabilities, $101.06 million in redeemable common stock, $139.94
million in accumulated deficit and a $87.47 million accumulated
other comprehensive loss.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


ARCTIC GLACIER: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Philip J. Reynolds
                       ALVAREZ & MARSAL CANADA INC.,
                       as monitor and foreign representative

Chapter 15 Debtor: Arctic Glacier Inc.
                     aka Ice Perfection System
                         Packaging in Tune with Nature
                         Guy Herbert Glace
                         North Star Ice & Design
                         Arctic Glacier
                         Glace Andre Laplante
                         Arctic Ice Services
                         Vintage Cubed Ice
                         Crystal Ice Mfg. Co.
                         Chilliwack Crystal Ice
                         Titanic Ice
                         Ice is Nice
                         Leisure Time
                         Koldkist
                         Gacier Arctic
                         Pacific Ice
                         The Ice Pedler
                         Viva Flam & Flame Design
                         Northern Ice
                         Leisure Time Ice and Design
                         Eagle Merchandising
                         Crystal Ice
                   625 Henry Avenue
                   Winnipeg, MB R3A 0V1
                   Canada

Chapter 15 Case No.: 12-10603

Type of Business: The Debtor is a company based in Canada that
                  manufactures packaged ice for distribution in
                  Canada and the United States.

Chapter 15 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Petitioner's
Counsel:          Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

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

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

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

Affiliates that simultaneously filed Chapter 15 petitions:

       Debtor                            Case No.
       ------                            --------
Arctic Glacier Income Fund               12-10604
  Assets: $100 million to $500 million
  Debts: $100 million to $500 million
Arctic Glacier International Inc.        12-10605
Arctic Glacier California Inc.           12-10606
Diamond Newport Corporation              12-10607
Mountain Water Ice Company               12-10608
Jack Frost Ice Service, Inc.             12-10609
Glacier Ice Company, Inc.                12-10610
Arctic Glacier Vernon Inc.               12-10611
Arctic Glacier Michigan Inc.             12-10612
Arctic Glacier Grayling Inc.             12-10613
Arctic Glacier Lansing Inc.              12-10614
Arctic Glacier Party Time Inc.           12-10615
Knowlton Enterprises, Inc.               12-10616
R & K Trucking, Inc.                     12-10617
Wonderland Ice, Inc.                     12-10618
Winkler Lucas Ice and Fuel Company       12-10619
Arctic Glacier Minnesota Inc.            12-10620
Arctic Glacier Nebraska Inc.             12-10621
Arctic Glacier New York Inc.             12-10622
Arctic Glacier Rochester Inc.            12-10623
Diamond Ice Cube Company Inc.            12-10624
Arctic Glacier Newburgh Inc.             12-10625
Arctic Glacier Oregon Inc.               12-10626
Arctic Glacier Services Inc.             12-10627
Arctic Glacier Texas Inc.                12-10628
Arctic Glacier Wisconsin Inc.            12-10629
Arctic Glacier Pennsylvania Inc.         12-10630
Ice Perfection Systems Inc.              12-10631
ICEsurance Inc.                          12-10632


AUTOS VEGA: Euroclass Plan Disclosures Hearing Set for March 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has set
a hearing on March 29, 2012, at 9:00 a.m., to consider approval of
the disclosure statement for the Chapter 11 plan of Euroclass
Motors, Inc., a debtor-affiliate of Autos Vega, Inc.  Objections
to the adequacy of the information in the Disclosure Statement
should be filed no later that March 15, 2012.

The proposed Chapter 11 Plan dated Jan. 30, 2012, provides for the
full payment of the secured claim of the Debtor's lender, Reliable
Finance Holding Company, estimated at $1.67 million.  Holders of
general unsecured claims, estimated at $1.49 million, are expected
to have a 13% recovery.  Equity interests in the Debtor will be
retained.

Holders of administrative expense claims, estimated at $114,500,
and allowed priority tax claims, estimated at $16,000, are
unimpaired under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/EUROCLASS_DSJan30.PDF

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The Debtor disclosed
$22,959,296 in assets and $34,224,323 in liabilities.

Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, serves as counsel to the Debtor.
Luis R. Carrasquillo Ruiz, CPA, is the Debtor's accountant.

Affiliate Euroclass Motors, Inc. filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 11-05772) on July 6, 2011.  Autos Vega
disclosed $22,959,296 in assets and $34,224,323 in liabilities as
of the Chapter 11 filing.


BEAU VIEW: Section 341(a) Meeting Rescheduled to March 21
---------------------------------------------------------
The U.S. Trustee for Region 5 has rescheduled to March 21, 2012,
at 10:30 a.m., the meeting of creditors in the Chapter 11 case of
Beau View of Biloxi, LLC.  The meeting was originally set for
March 14.

This is the first Sec. 341 meeting of creditors.  The Debtor's
representative must be present at the meeting to be questioned
under oath by the United States Trustee and by creditors.
Creditors are welcome to attend, but are not required to do so.
The meeting may be continued and concluded at a later date without
further notice.

                     About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.

According to the case docket, Beau View of Biloxi is required to
file a Chapter 11 Plan and disclosure statement by May 25, 2012.

Proofs of claim are due in the case by May 25, 2012.  Government
proofs of claim are due July 24, 2012.


BIG RIVERS: Bankruptcy Examiner Scolded Over Misconduct
-------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Supreme
Court of Kentucky publicly reprimanded an attorney Thursday for
trying to negotiate side deals for fees for his role as examiner
in the Big Rivers Electric Corp. bankruptcy in the late 1990s.

Law360 says the Kentucky Bar Association had found J. Baxter
Schilling, who was forced by the federal court to disgorge the
$2.7 million he received in fees, guilty of five counts of
professional misconduct, and the Supreme Court on Thursday agreed
on four counts and issued the reprimand on the bar association's
request.


BERNARD L. MADOFF: Investors' Bid to Oust Trustee Fails
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York federal
judge on Thursday said a bankruptcy judge was right not to remove
the Bernard L. Madoff Investment Securities LLC liquidation
trustee, despite investors' claims he withheld information about a
$220 million settlement with a Madoff associate's heirs.

Law360 relates that the investors, led by Marsha Peshkin, had
based their April 11 appeal on their claim that BLMIS trustee
Irving H. Picard had concealed material information that, had it
been known, should have caused U.S. Bankruptcy Judge Burton R.
Lifland to reject the settlement.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for
investors.  A total of $325.5 million has been distributed to
investors.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BROADSTRIPE LLC: Assets Sold; To Wrap Up Case via Ch. 7
-------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Broadstripe
Capital LLC requested Wednesday that a Delaware bankruptcy court
transfer its Chapter 11 bankruptcy proceedings to a Chapter 7, two
months after the court approved the cable operator's modified
reorganization plan.

According to its motion, the reorganization plan contemplated that
Capital's Chapter 11 case would eventually be converted to a
liquidating Chapter 7 case, Law360 relates.

The bankruptcy judge previously entered an order confirming
Broadstripe's First Modified Plan of Reorganization.  The Plan
contemplates the transfer of substantially all of the Debtors'
assets to the prevailing bidder at an auction.  The Court approved
the sale of Broadstripe's assets to Martell Cable Services on
Nov. 15, 2011.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represented the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.


CADILLAC NURSING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cadillac Nursing Home, Inc.
          dba St. Francis Nursing Center
        721 Elmwood
        Troy, MI 48083

Bankruptcy Case No.: 12-43957

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Brendan G. Best, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: bbest@schaferandweiner.com

                         - and ?

                  Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-43957.pdf

The petition was signed by Bradley Mali, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Shanta Corporation                    12-43956            02/22/12
St. Jude Nursing Center, Inc.         12-43959            02/22/12
St. Michael Nursing Center, Inc.      10-52146            04/13/10


CAESARS ENTERTAINMENT: Lenders Convert $71MM Into Term B-6 Loans
----------------------------------------------------------------
Caesars Entertainment Corporation reported that in connection with
the previously announced amendment of the senior secured credit
agreement of its wholly owned subsidiary, Caesars Entertainment
Operating Company, Inc., lenders under the credit agreement:

   (i) elected to convert approximately $71 million of existing
       revolving commitments maturing on Jan. 28, 2014, into Term
       B-6 Loans with a maturity of Jan. 28, 2018; and

  (ii) elected to extend the maturity of approximately $31.3
       million of revolving commitments from Jan. 28, 2014, to
       Jan. 28, 2017.

As previously announced, the Term B-6 Loans will have a springing
maturity to April 14, 2017, if more than $250.0 million of the
Borrower's 11.25% Senior Secured Notes due 2017 remain outstanding
on April 14, 2017.  Upon the effectiveness of the amendment, the
Borrower will repay a portion of the Term B-6 Loans of the
converting lenders and will permanently reduce 20% of the revolver
commitments of the extending lenders.  After taking into account
those repayments and reductions and the previously reported
extension of existing term loans into Term B-6 Loans, there will
be approximately $1.8 billion of Term B-6 Loans outstanding, $25
million of extended revolver commitments with a maturity of
Jan. 28, 2017, approximately $2.1 billion of original maturity B-
1, B-2 and B-3 term loans outstanding with a maturity of Jan. 28,
2015, and $1.1 billion of existing revolving commitments
outstanding with a maturity of Jan. 28, 2014.

The effectiveness of the amendment and the extension or conversion
of the loans or commitments thereunder is subject to customary
closing conditions, including receipt of required gaming
regulatory approvals and the reaffirmation of the security under
the Credit Agreement.  In addition to the foregoing, the Borrower
may elect to extend or convert additional term loans or revolver
commitments from time to time.

                    About Caesars Entertainment

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

The Company also reported a net loss of $471.30 million for the
nine months ended Sept. 30, 2011, compared with a net loss of
$629.30 million for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

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

                           *     *     *

The TCR reported on Feb. 10, 2012, Moody's Investors Service
placed the ratings of Caesars Entertainment Corporation's and
Caesars Entertainment Operating Company's, collectively Caesars,
on review for possible upgrade, including CET's Caa2 Corporate
Family and Caa2 Probability of Default ratings.  Moody's also
assigned a B2 rating to the proposed $1.250 billion first lien
note offering by Caesars Operating Escrow LLC and Caesars Escrow
Corporation both wholly owned subsidiaries of CEOC.  The rating on
the proposed first lien note offering is subject to review of
final terms and conditions.


CAPSALUS CORP: Completes Purchase of Genewize Life Sciences
-------------------------------------------------------------
Capsalus Corp. has completed the acquisition of the stock of
GeneWize Life Sciences, Inc., the wholly-owned direct-selling
subsidiary of GeneLink Biosciences, Inc.

Capsalus paid GeneLink cash consideration in an amount equal to
$500,000 on the Closing Date.  Capsalus borrowed $500,000 from
Gene Elite LLC, the Company's affiliate of Capsalus, to make the
payment.  The loan bears interest at 10%, is convertible into
Capsalus stock at $0.02 per share, and has a warrant attached to
purchase 25,000,000 shares of Capsalus common stock at $0.08 per
share.

From the outset, GeneWize is expected to be a key driver in
significantly enhancing Capsalus shareholder value in the near
term.  The acquisition of GeneWize adds to Capsalus' track record
of sourcing opportunities and consummating investments in
promising enterprises offering innovative products and services in
fast-growing segments of the health and wellness sectors.

"Considering their current outstanding performance in the market
combined with our operating capabilities, professional resources
and financial support, we are well-positioned for rapid
expansion," said Steven M. Grubner, interim CEO of Capsalus, which
provides operating infrastructure, strategic pathways and
financial support to developing visionary partners in the health
and wellness multi-level marketing arena.

Added GeneWize's COO Sharon Tahaney, "What we had hoped for when
we embarked on this exploration is being realized in terms of
overall business optimization potential.  With this deal we are
bringing together extraordinary science and business expertise to
take our company to the next level through a distinctly robust
strategy combining consumer genetics with social marketing."

                       About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company reported a net loss of $16.02 million in 2010 and a
net loss of $10.89 million in 2009.  The Company also reported a
net loss of $2.09 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.60 million in total assets, $6.77 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CHRIST HOSPITAL: Final Hearing on HFG DIP Facility Today
--------------------------------------------------------
Christ Hospital will return to the Bankruptcy Court today,
Feb. 27, 2012, for a final hearing on its request to obtain
postpetition secured financing from HFG Healthco-4 LLC and
Healthcare Finance Group LLC.  The Debtors will also seek final
authority to use cash collateral.

The DIP Facility will provide the Hospital with immediate and
ongoing access to borrowing availability to pay expenses relating
to on-going operations thereby allowing the Debtor to preserve the
value of the Hospital for the benefit of its estate and creditors.

HFG has committed to provide up to $20 million in revolving loans
and up to $4 million in term loans.  HF-4 is the revolving lender
and HFG is the term lender.  HFG also acts as agent for the
Revolving Loan and the Term Loan.

On Feb. 7, Christ Hospital was granted interim permission to
borrow up to $8.828 million under the revolving facility and up to
$3 million from the term loans facility.

HFG provided secured loans to the Debtor pre-bankruptcy.  As of
the bankruptcy filing date, the Debtor owed HFG $6.828 million in
revolving loans.  The Debtor also owed $10.6 million under
prepetition term loans with HFG.  Prime Healthcare Services Inc.
holds last-out participation interests in the prepetition term
loan of roughly $5.6 million.

The Debtor's assets, however, are also encumbered by claims of the
Pension Benefit Guaranty Corporation.  As a result of the
Hospital's failure to meet minimum funding requirements on its
defined benefit pension plan, beginning in 2007, and continuing
through 2011, the PBGC filed liens totaling $25,964,520, which
served to perfect the PBGC's interests in the Hospital's assets as
collateral security for unfunded, minimum funding requirements
owed by the hospital to the PBGC and the Internal Revenue Service.

On Aug. 9, 2011, Christ Hospital filed a distressed termination
application with the PBGC, which triggered termination liability
subsuming and eclipsing the unpaid minimum funding obligations.
That termination liability is estimated at roughly $130 million.
On Oct. 10, 2011, the PBGC granted the hospital's request,
terminated the plan, and now serves as statutory trustee of the
plan as of Jan. 4, 2012.

On March 27, 2008, HFG, HF-4 and the PBGC entered into a
subordination agreement pursuant to which PBGC agreed that all of
its claims and liens will remain at all times subject and
subordinate to the HFG/HF-4 liens up to the amount of $22 million.

The maturity date for the DIP loan will be Aug. 6, 2012, provided
that so long as there are no continuing Events of Default the
Maturity Date may be extended to Nov. 6, 2012, if as of July 31,
2012, the Debtor can establish to the reasonable satisfaction of
the Lender Parties that it has sufficient liquidity (including
from proceeds of the DIP Facility) to fund its operations in the
ordinary course of business through Nov. 6, 2012.

Interest rate for the Revolving Loan will be LIBOR (subject to a
3% floor) plus 7.75% and the interest rate for the Term Loan will
be equal to the effective yield under the Revolving Loan.

The Debtor is also required to pay additional fees, including a
$175,000 facility fee and a $175,000 exit fee, which is earned on
the Initial Funding Date and which is payable on the earlier of
the Maturity Date and the Termination Date.

In December 2011, the Debtor struck a deal to sell its assets to
Prime Healthcare Services.  Melanie Evans at ModernHealthcare.com
reported that Prime offered $35 million for the not-for-profit
Christ Hospital.

Weeks later, the Debtor received an unsolicited offer from Hudson
Hospital Holdco, LLC an affiliate of the entity that had purchased
both Bayonne Medical Center and Hoboken University Medical Center
out of Bankruptcy Court.  On Jan. 20, 2012, the Debtor received an
unsolicited offer from Community Healthcare Associates, the entity
that had purchased the Barnert Hospital out of bankruptcy.  CHA's
proposal was joined in by Jersey City Medical Center/Liberty
Health, who would become a tenant for a portion of the Christ
Hospital premises if CHA was selected as the successful purchaser.

Beth Fitzgerald at NJSpotlight reported that CHA has made a
tentative proposal to buy Christ Hospital for $104 million.
According to the Debtor's filings, CHA and the Debtor also
discussed a loan of $10 million outside of bankruptcy, conditioned
upon moving towards an asset purchase agreement with CHA to be
consummated outside of bankruptcy.  Hudson Holdco, by contrast,
proposed a $10 million debtor-in-possession loan.

The Debtor did not receive a written proposal (limited to
financing only) from CHA.  As to Hudson Holdco, the Debtor was
concerned that the covenants and events of default might be used
by Hudson Holdco to gain a level of control over the Debtor and
the sale process or gain a leg up in an auction (or, at minimum,
another bidder might be concerned about that possibility).

The Debtor ultimately chose to seek Chapter 11 relief without a
strategic partnership at this time.

HFG is represented in the Debtor's case by:

         Benjamin Mintz, Esq.
         KAYE SCHOLER LLP
         425 Park Avenue
         New York, NY 10022
         E-mail: bmintz@kayescholer.com

              - and -

         Paul R. De Filippo, Esq.
         WOLLMUTH MAHER & DEUTSCH LLP
         One Gateway Center
         Newark, NJ 07102

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Judge Morris Stern presides
over the case.  Lawyers at Porzio, Bromberg & Newman, P.C., serve
as the Debtor's counsel.

Christ Hospital, founded in 1872 by an Episcopalian priest, is a
367-bed acute care hospital located in Jersey City, New Jersey at
176 Palisade Avenue, serving the community of Hudson County.  The
Debtor is well-known for its broad range of services from primary
angioplasty for cardiac patients to intensity modulated radiation
therapy for those battling cancer.  Christ Hospital is the only
facility in Hudson County to offer IMRT therapy, which is the most
significant breakthrough in cancer treatment in recent years.

As of Dec. 31, 2011, the Debtor has total assets of at least
$38,000,000 and total liabilities of $115,000,000, at book values.


CLEAN BURN: Trustee Opposes Case Conversion to Chapter 7
--------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that the Chapter 11
trustee for Clean Burn Fuels LLC, appointed after Perdue BioEnergy
LLC's defeated bid for a Chapter 7 conversion, said Wednesday that
there was no good reason to change the North Carolina proceeding
into a Chapter 7 liquidation.

                      About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP, is counsel
for the Debtor in various lawsuits pending in Hoke County, North
Carolina. The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., serves as counsel to the official committee of unsecured
creditors.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEAR CHANNEL: Board Approves 2012 Supplemental Incentive Plan
--------------------------------------------------------------
The compensation committee of the board of directors of CC Media
Holdings, Inc., and the Compensation Committee of the board of
directors of Clear Channel Outdoor Holdings, Inc., an indirect
subsidiary of CCMH and Clear Channel Communications, Inc.,
approved a supplemental incentive plan pursuant to which a limited
number of employees of CCMH and its subsidiaries are eligible to
receive an additional bonus opportunity for 2012 based on their
respective achievement of supplemental performance criteria to be
established for each participant by the applicable Compensation
Committee.  The supplemental performance criteria will be in
addition to the annual performance criteria established by the
applicable Compensation Committee for each participant pursuant to
either CCMH's 2008 Annual Incentive Plan or CCOH's 2006 Annual
Incentive Plan, as applicable, but will consist of the types of
business criteria specified in the definition of "Performance
Goals" under CCMH's 2008 Annual Incentive Plan or in the
"Performance Criteria" section of CCOH's 2006 Annual Incentive
Plan, as applicable.  Following the conclusion of 2012, based on
that supplemental performance criteria, the applicable
Compensation Committee, in its sole discretion, will determine the
bonus amount, if any, earned, which will be paid 36 months after
the date of approval of the supplemental performance criteria by
the applicable Compensation Committee.  To receive payment of an
award under the SIP, a participant must be an active employee of
CCMH or its subsidiaries at the time of payment.

Thomas W. Casey, Executive Vice President and Chief Financial
Officer of CCMH, CCU and CCOH, is a participant in the SIP and is
eligible to receive an additional bonus opportunity from CCMH of
between $0 and $200,000, based on achievement of the supplemental
performance criteria to be approved by CCMH's Compensation
Committee for Mr. Casey.  A percentage of any amounts paid to Mr.
Casey by CCMH pursuant to the SIP will be allocated to CCOH in
recognition of Mr. Casey's services to CCOH, pursuant to the
Corporate Services Agreement entered into between CCOH and a
subsidiary of CCMH and CCU in connection with CCOH's initial
public offering.

On Feb. 23, 2012, Clear Channel Broadcasting, Inc., an indirect
wholly-owned subsidiary of CCMH and CCU, and John E. Hogan entered
into an amendment to Mr. Hogan's amended and restated employment
agreement dated Nov. 15, 2010.

Pursuant to the terms of the Amendment:

   (1) the term of Mr. Hogan's Employment Agreement was extended
       by two years to Dec. 31, 2015, with automatic extensions
       from year to year thereafter unless either CCB or Mr. Hogan
       gives written notice of non-renewal on or before Oct. 1,
       2015, or annually, on each October 1 thereafter;

   (2) Mr. Hogan was promoted to the position of Chairman and
       Chief Executive Officer -- Clear Channel Media &
       Entertainment;

   (3) Mr. Hogan was provided with the opportunity to earn an
       incremental bonus during calendar year 2012 pursuant to the
       SIP, with a target of $900,000, based upon performance
       criteria to be approved by CCMH's Compensation Committee;
       and

   (4) Mr. Hogan will receive a restricted stock unit award with
       respect to the Class A common stock of CCMH on Dec. 31,
       2015, that will vest on Dec. 31, 2016, if the Target Amount
       is less than $5,000,000 on Dec. 31, 2015, and if he remains
       employed on both of those dates.

The Fair Market Value of the restricted stock unit award will
equal $5,000,000 minus the Target Amount.  The Target Amount as of
a particular date means 251,223 times the excess, if any, of (a)
the Fair Market Value of the Shares on such date, over (b) $10.00.
In addition, the provisions of Section 8(D) of Mr. Hogan's
Employment Agreement were revised to provide that Mr. Hogan will
be eligible to receive an additional equity value preservation
payment calculated as provided in the Amendment if his employment
is terminated by the Company without Cause, by the Company
following its notice of non-renewal or by Mr. Hogan for Good Cause
and Mr. Hogan provides certain releases.

                   About CC Media and Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $302.09 million in 2011, a net
a net loss of $479.08 million in 2010, and a net loss of $4.03
billion in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $16.54
billion in total assets, $24.01 billion in total liabilities and a
$7.47 billion total member's deficit.

                         Bankruptcy Warning

The Company said its ability to restructure or refinance its debt
will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
the Company's debt service obligations and may require it to
comply with more onerous covenants, which could further restrict
its business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company to meet its scheduled debt service
obligations.  If the Company cannot make scheduled payments on its
indebtedness, it will be in default under one or more of its debt
agreements and, as a result the Company could be forced into
bankruptcy or liquidation.

                           *    *     *

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on CC Media Holdings
Inc., and Clear Channel, which S&P views on consolidated basis, to
negative from positive.  "We affirmed our ratings on the company,
including the corporate credit rating of 'CCC+'," S&P said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.  "The
'CCC+' corporate credit rating reflects the risks surrounding the
longer-term viability of the company's capital structure in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.


COMSTOCK MINING: Underwriters Exercise Over-Allotment Option
------------------------------------------------------------
Comstock Mining Inc. announced that the underwriters of its
previously completed public offering of common stock have
exercised their option to purchase an additional 1,184,211 shares
to cover over-allotments at a public offering price of $1.90 per
share.  As a result, the company will issue a total of 9,078,948
shares in the offering and will receive aggregate net proceeds,
after underwriting discounts and commissions, before expenses, of
approximately $16.2 million.  The exercise of the over-allotment
option is expected to close on Feb. 24, 2012, subject to the
satisfaction of customary closing conditions.

Global Hunter Securities, LLC, Moelis & Company LLC and Aegis
Capital Corp. acted as joint-book running managers for the
offering.

The offering is being made pursuant to the Company's shelf
registration statement previously declared effective by the
Securities and Exchange Commission.  A prospectus supplement
relating to the offering has been filed with the SEC. Copies of
the prospectus supplement and the accompanying prospectus may be
obtained by contacting: Global Hunter Securities, LLC, 777 Third
Avenue, New York, NY 10017, 646-264-5600.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million in 2010 and a
net loss of $6.06 million in 2009.  The Company had no revenues
from operations for the years ended Dec. 31, 2010 and 2009.
The Company reported a net loss of $9.10 million for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $26.57
million in total assets, $10.01 million in total liabilities and
$16.55 million in total stockholders' equity.


CONNAUGHT GROUP: Has 5-Member Creditors Committee
-------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, has
appointed five members to the Official Committee of Unsecured
Creditors of The Connaught Group, Ltd.:

     1. Yuen Hing Fashion Co.
        Flat A, 2/F Wong King Industrial Building
        2 Tai Yau Street, San Po Kong
        Kowloon, Hong Kong
        Attention: Ngai Woon Kwai, Director
        Tel: (+852) 2323-8172
        Fax: (+852) 2323-4281

     2. Fashion Trend Development Ltd.
        Flat/RM 2701, 27th Floor
        New Treasure Centre
        San Po Kong
        Kowloon, Hong Kong
        Attention: Wan Ming (William) Tse
        General Manager
        Tel: (212) 391-6500, ext. 14

        New York Representative:
        Norman T. Chan
        7 Brewster Drive
        Lake Carmel, NY 10512
        Tel: (646) 750-7218

     3. Sandy Duftler Designs Ltd.
        775 Brooklyn Avenue
        Baldwin, NY 11510
        Attention: Irwin Duftler, President
        Tel: (516) 379-3084
        Fax: (516) 379-4156

     4. Royal Spirit Ltd.
        7/F., Dragon Industrial Bldg.
        93 King Lam Street
        Hong Kong
        Attention: Thomas Hans Hebestreit
        Tel: (+852) 2786-7660
        Fax: (+852) 3904-6015

     5. Body Fashion Company Limited
        Unit A, 20/F Chiap King Industrial Building
        114 King Fuk Street, San Po Kong
        Kowloon, Hong Kong
        Attention: Raymond So Yuen Chen, Director
        Tel: (+852) 2322-1276
        Fax: (+852) 3188-0136

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.


CONNAUGHT GROUP: March 1 Hearing on Cash Use, Sale Protocol
-----------------------------------------------------------
The Connaught Group, Ltd., will appear before the Bankruptcy Court
Thursday, March 1, to seek a second interim order for the use of
cash collateral and granting of adequate protection.

The Court will also consider procedures for the sale of the
Debtors' assets at Thursday's hearing.

On Feb. 17, the Court issued an order authorizing the Debtors to
use cash collateral on an interim basis.  The Debtors said their
need for cash collateral is critical to preserve their remaining
business operations and maximize the value of their assets for the
benefit of all stakeholders through a sale of their businesses as
a going concern and to maintain their relationships with so-called
wardrobe consultants, independent contractors that sell the
Debtors' clothing to their own clients in private showings.

As of the Petition Date, the Debtors are in the early stages of
the Spring selling season.  The Debtors said they need cash
collateral to fund working capital needs in the 30 days post-
filing to conduct the season's sales and secure the balance of
inventory requirements for Spring 2012 to fulfill orders, without
which the Debtors cannot meet their sales targets.

Pursuant to their request, the Debtors seek to use Cash Collateral
through the earlier of (A) March 2, 2012 at 5:00 p.m. (New York
City Time), or such further date if so extended by written consent
of the Debtors' prepetition lenders or court order, or (B) the
date of any order terminating the Debtors' use of Cash Collateral.

As of the Petition Date, the Debtors had outstanding secured
obligations in the aggregate amount of $12,395,949 consisting of
amounts outstanding in respect of a $7 million line of credit with
JPMorgan Chase Bank, N.A., Chase Supplemental Lines of $2,700,000,
$353,917 in issued and outstanding letters of credit, a balance of
$1,994 on a corporate credit card, a $4 million line of credit
with Citibank, N.A.

The Debtors also had outstanding an aggregate of $29,512,888 in
respect of unsecured loans by their sole shareholder, William D.
Rondina.

The Debtors propose to grant their prepetition lenders a valid,
perfected and enforceable security interest in and lien upon all
of the Debtors' property and assets.  However, claims or causes of
action arising under sections 544, 547, 548, 549, 550 and 553 of
the Bankruptcy Code and related proceeds will not constitute the
Collateral of the Prepetition Lenders.

The adequate protection liens will be subject to a so-called
"Carve-Out" for (a) any allowed unpaid and accrued professional
fees and disbursements, to the extent provided in the budget,
incurred by the Debtors' or Committee professionals retained, plus
allowed professional fees and disbursements in the aggregate
amount not to exceed $150,000 subsequent to an Event of Default;
(b) statutory fees and interest, if any, required to be paid
pursuant to 28 U.S.C. Sec. 1930(a)(6) and 31 U.S.C. Sec. 3717 and
any fees payable to the Clerk of the Bankruptcy Court; (c) the
payment of fees and expenses of any chapter 7 trustee and any
chapter 7 professionals in an aggregate amount not to exceed
$25,000; (d) in the event that all or substantially all of the
Debtors' assets are sold pursuant to Section 363 of the Bankruptcy
Code or confirmation of a plan of reorganization or liquidation,
the allowed professional fees of Consensus Advisors; and (e) the
reasonable expenses of Committee members (excluding fees and
expenses of professionals employed by such committee members
individually).

The cash collateral use is subject to a timeline concerning the
sale of the Debtors' assets:

     (i) Within five business days of the Petition Date, the
         Debtors must seek approval of bidding procedures for
         the sale of all, or substantially all, of the Debtors'
         assets;

    (ii) Within seven business days of the Petition Date, the
         Debtors must obtain the entry of the Bidding Procedures
         Order.

   (iii) Within 15 days of the Petition Date, the Debtors must
         seek permission to hire an inventory consultant.

    (iv) Within 30 days of the Petition Date, the Debtors must
         conduct an auction, to the extent that the Debtors
         receive more than one qualified bid pursuant to the
         Bidding Procedures Order.

     (v) Within 35 days of the Petition Date, the Debtors must
         obtain the entry of the Sale Order.

    (vi) Within 45 days of the Petition Date, the Debtors must
         close on the Asset Sale.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq. -- bmankovetskiy@sillscummis.com -- at Sills
Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Wins Extension of Schedules Filing Deadline
------------------------------------------------------------
At the behest of The Connaught Group, Ltd., and its debtor-
affiliates, the Bankruptcy Court extended the deadline by which
the Debtors must file schedules of assets and liabilities,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.  Pursuant to section 521 of the
Bankruptcy Code and Bankruptcy Rule 1007(c), the Debtors
ordinarily would be required to file the Schedules and Statements
within 14 days after the Petition Date.  The Court has extended
that deadline by an additional seven days -- for a total of 21
days without prejudice to the Debtors' ability to request
additional time for cause shown.

The Debtors said they have a large number of potential creditors
and their business operations require them to maintain voluminous
records and complex accounting systems.  Combined with the
pressure incident to the commencement of the chapter 11 cases and
the fact that the Debtors have yet to receive or enter certain
prepetition invoices into their financial accounting system, the
Debtors have begun, but have not yet completed, compiling the
information required to complete the Schedules and Statements.  As
a result, the Debtors anticipate they will be unable to complete
the Schedules and Statements in the time required under Bankruptcy
Rule 1007(c).

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Taps Kurtzman Carson Consultants as Claims Agent
-----------------------------------------------------------------
The Connaught Group, Ltd., sought and obtained permission from the
Bankruptcy Court to hire Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
1,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims
and noticing agent is both necessary and in the best interests of
both the Debtors' estates and their creditors.  By appointing KCC
as the claims and noticing agent, the distribution of notices and
the processing of claims will be expedited, and the clerk's office
will be relieved of the administrative burden of processing what
may be an overwhelming number of claims.

Prior to the Petition Date, the Debtors provided KCC a $10,000
retainer.  The Debtors also paid $11,000 in fees to KCC for
prepetition invoices.  KCC seeks to first apply the retainer to
all remaining prepetition invoices, and thereafter, to have the
retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the KCC Agreement during
the chapter 11 cases as security for the payment of fees and
expenses incurred under the KCC Agreement.

Albert Kass, the Vice President of Corporate Restructuring
Services of Kurtzman Carson Consultants, attests that the firm
neither holds nor represents any interest adverse to the Debtors'
estates in connection with any matter on which it would be
employed and that it is a "disinterested person," as referenced in
Bankruptcy Code Sec. 327(a) and as defined in Sec. 101(14), as
modified by Sec. 1107(b).

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Zygote Associates to Provide CRO
-------------------------------------------------
The Connaught Group, Ltd., is looking to Zygote Associates L.L.C.
is provide the Debtors with a chief restructuring officer.
Pursuant to an Engagement Letter dated Dec. 30, 2011, Maury Satin,
the President of Zygote Associates, will serve as CRO.

Mr. Satin has been involved with restructuring and positioning of
firms needing direct management or advice.  He has been involved
in the out-of-court restructuring of half a dozen companies and
was the President of the Northeast Division of Vistage
International, a leading chief executive leadership organization.
He served as Vice President of Giuliani Partners LLC, a consulting
and investment firm, where he advised domestic and international
corporations on critical strategic issues and crisis management.
He has also served as the President of New York City Off-Track
Betting Corporation where he instituted cost cutting and re-
structuring measures to improve financial performance and
successfully re-position the corporation for sale.  In addition,
Mr. Satin was Executive Vice President and Chief Operating Officer
of the New York City Economic Development Corporation as well as
the Chief of Staff of the New York City Department of Citywide
Administrative Services.  Mr. Satin is also familiar with the
fashion and garment business and the Debtors' business operations,
financial affairs, and capital structure in particular.

The Debtors are seeking approval of Mr. Satin's engagement,
asserting that his services will substantially enhance their
attempts to successfully reorganize and maximize the value of
their estates.

The Debtors believe Zygote Associates is a "disinterested person,"
as that term is defined in section 101(14) of the Bankruptcy Code.

The Debtors propose to pay Zygote for the services of the CRO, Mr.
Satin, at the weekly billing rate of $5,000.  He was paid a
$10,000 retainer which he still holds.

In addition to compensation for professional services rendered by
Mr. Satin, Zygote will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Debtors'
chapter 11 cases.

The Debtors will also indemnify the CRO.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CROSSOVER FINANCIAL: Opposes DeCelles' Motion to Dismiss
--------------------------------------------------------
Crossover Financial I, LLC, objects to the Second Motion to
Dismiss filed by First Regional Bank, c/o Trust Administrative
Services Corporation FBO Philip P. DeCelles, Account #xxx797, by
and through Philip P. DeCelles, note holders, and The DeCelles
Trust dated January 10, 2006.

The DeCelles Group is arguing the Debtor's bankruptcy case was
filed without requisite authority.  The DeCelles Group relies on a
Membership Pledge and Security Agreement granted to each of the
Note Holders in connection with the promissory notes under the
Private Placement Memorandum.

On behalf othe Debtor, Stephen C. Nicholls, Esq., at Nicholls &
Associates, P.C., notes that the root of the DeCelles Group's
argument is that the security interest is self executing, and upon
a default of any respective promissory note, divested the control
of Debtor's management from its sole member, Mitchell Yellen.

Mr. Nicholls submits that the exercise of rights set forth in the
Membership Pledge and Security Agreement is permissive and
voluntary.  No allegation is made in the motion or elsewhere that
any of the beneficiaries of security interests foreclosed upon the
membership interests.

                     About Crossover Financial

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located in El Paso
County.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CUMULUS MEDIA: Board Provides Criteria for Incentive Awards
-----------------------------------------------------------
The compensation committee of the Board of Directors of Cumulus
Media Inc. established performance criteria for annual non-equity
incentive awards payable to the Company's named executive officers
pursuant to their respective employment agreements.

For Lewis W. Dickey, Jr., Chairman, President and Chief Executive
Officer, payment of the award at the target level is based upon
achievement of certain revenue and earnings targets.  For J.P.
Hannan, Senior Vice President, Treasurer and Chief Financial
Officer, payment of the award at the target level is subject to
the Company's achievement of certain earnings targets and other
financial and operational measures in 2012.  For Jon G. Pinch,
Executive Vice President and Co-Chief Operating Officer, and John
W. Dickey, Executive Vice President and Co-Chief Operating
Officer, payment of the award at the target level is subject to
the Company's achievement of certain revenue and earnings targets,
and operational achievements.  Payment of bonus awards above the
target level established in each officer's respective employment
agreement is subject to the Committee's discretion based on its
assessment of factors relevant to each individual's performance.

In addition, and also on Feb. 16, 2012, the Committee reviewed
certain previously established performance criteria relating to
800,000 outstanding shares of performance-based restricted stock
previously awarded to and held by Mr. L. Dickey pursuant to his
employment agreement.  The Committee determined that, in light of,
among other things, the significant transactions undertaken and
successfully completed by the Company in 2011 including, but not
limited to, the Company's acquisitions of Citadel Broadcasting
Corporation and the equity interests of Cumulus Media Partners,
LLC, that the Company did not own, and the related refinancing
transactions, that previously established performance criteria
were no longer applicable, and that it was appropriate to waive
the remaining performance targets related to those awards.
Accordingly, the 800,000 shares of performance-based restricted
stock vested, effective Feb. 16, 2012.

                         About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Sept. 30, 2011, showed
$4.07 billion in total assets, $3.65 billion in total liabilities,
$110.93 million in total redeemable preferred stock, and
$306.39 million in total stockholders' equity.

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

                           *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to 'B1' from 'Caa1' due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUSTER ROAD: Sec. 341 Creditors' Meeting on March 2
---------------------------------------------------
The United States Trustee will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Custer Road
Marketplace, Ltd., on March 2, 2012, at 1:30 p.m. at Southfork
Hotel 341 meeting.

Proofs of Claim are due by May 31, 2012.  Government Proofs of
Claim are due by Aug. 6, 2012.

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012, listing
$10 million to $50 million in assets and debts.  Judge Brenda T.
Rhoades presides over the case.  Richard W. Ward, Esq., serves as
the Debtor's bankruptcy counsel.


CUSTER ROAD: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Custer Road Marketplace, Ltd., filed with the Bankruptcy Court a
list of creditors holding 20 largest unsecured claims:

   Entity                     Amount and Nature of Claim
   ------                     --------------------------
CoServ                        Roughly $2,000
P.O. Box 650785               Electric Utilities Provider
Dallas, TX 75265-0785

City of Frisco                Roughly $2,000
P.O. Box 2730                 Water and Trash Utilities
Frisco, TX 75034

C.N.A Insurance               $359 for property insurance
P.O. Box 790094
St. Louis, MO 63179-009

Environmental Tree Design     Disputed debt regarding
23544 Coons Road              breached contract for sale
Tomball, TX 77375             and installation of trees

David Wideman                 Claim of $40,669 for alleged
d/b/a Davco Development       brokerage fees; claim is disputed
851 Stoddard Rd.
Fairview, TX 75069-9332

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012, listing
$10 million to $50 million in assets and debts.  Judge Brenda T.
Rhoades presides over the case.  Richard W. Ward, Esq., serves as
the Debtor's bankruptcy counsel.


CUSTER ROAD: Taps Richard W. Ward as Bankruptcy Counsel
-------------------------------------------------------
Custer Road Marketplace, Ltd., filed an application to employ
Richard W. Ward, Esq., as bankruptcy counsel under a general
retainer in accordance with Mr. Ward's normal hourly rate of $350
per hour.  Mr. Ward attests he is disinterested and does not
represent any interest that is materially adverse to the interests
of the bankruptcy estate of the Debtor.

In December 2011, Mr. Ward was contacted by representatives of
Custer Road Marketplace regarding issues related to loans from
Legacy Texas Bank to CRM and the possibility of resolving issues
with Legacy through bankruptcy proceedings.  Mr. Ward provided
legal services to CRM through the bankruptcy filing date,
including drafting of a plan of reorganization that was
transmitted to Premier's counsel in an effort to settle matters
without a bankruptcy filing.

Mr. Ward was paid $3,500 for the pre-petition services rendered to
CRM.  The payment was made from a retainer delivered to me on
behalf of CRM in the amount of $30,000.  The payment is a capital
contribution to CRM from Stan Graff, manger of CRM/GP LLC, general
partner of Curter Road Marketplace.  In addition to the payment of
Mr. Ward's pre-petition fees, he was reimbursed the filing fee of
$1,046 for CRM's chapter 11.

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012, listing
$10 million to $50 million in assets and debts.  Judge Brenda T.
Rhoades presides over the case.


CYBERDEFENDER CORP: Files for Chapter 11 to Sell to GR Match
------------------------------------------------------------
CyberDefender Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 12-10633) on Feb. 23, 2012.

The Company, which estimated up to $10 million in assets and up to
$50 million in liabilities as of the Chapter 11 filing,
concurrently announced that it has entered into an asset purchase
agreement with GR Match, an affiliate of Guthy-Renker, to sell
substantially all of its assets to GR Match.

The acquisition is subject to certain conditions, including
approval by the Court, higher and better offers, customary closing
conditions and any required government approvals.

The Company emphasized that its daily operations, including
software, data storage and LiveTech remote technical support
services, would continue without interruption during the sale
process.

GR Match has committed to provide up to $4.6 million in debtor-in-
possession financing to facilitate the transaction and sale. This
financing will allow the Company's operations to continue normally
while completing the sale.  This additional liquidity will enable
the Company to satisfy customary obligations associated with the
daily operations of its business, including the timely payment for
post-petition services, employee wages and other obligations.

In conjunction with the Chapter 11 filing and pursuant to Section
363 of the Bankruptcy Code, the Company will file a motion for the
establishment of bidding procedures to allow other qualified
bidders to submit higher and better offers for its assets.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million total stockholders' deficit, as of Sept. 30, 2011.


DYNEGY INC: Committee Wants to Retain ICF as Markets Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dynegy Holdings
LLC asks the Court for authority to retain ICF Resources LLC as
energy markets advisor, nunc pro tunc to February 9, 2012.

ICF International will provide assessments of power market, power
plant, and valuation issues relating to Dynegy Inc. and the
Debtors' generation portfolio, review proposed business plans and
associated view of the markets and assets, review the Debtors'
proposed plan of reorganization and various other related
matters, provide advisory services in connection with the
litigation involving the Debtors and U.S. Bank, as well as other
services that may be reasonably requested by the Committee or by
the Committee's counsel.

The Services ICF International will provide to the Committee are
necessary to enable the Committee to acquit its fiduciary duties
to the Debtors' unsecured creditor constituency and to seek to
maximize the value of recoveries to unsecured creditors, the
Committee tells the Court.  The Committee asserts that the
Services will not duplicate the services provided by the other
professionals that the Committee has retained or will seek to
retain in these Chapter 11 cases.

ICF International will be paid on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the
date the services are rendered, subject to Section 330 of the
Bankruptcy Code.  The current hourly rates charged by ICF
International professionals are:

    Managing Director                     $590
    Director                              $500
    Principal                             $460
    Senior Manager                        $395
    Manager                               $355
    Senior Consultant                     $295
    Consultant                            $270
    Analyst                               $250
    Researcher                            $195
    Administrator                         $165
    Assistant                             $145

ICF will be reimbursed for necessary out-of-pocket expenses.

The Debtors will be obligated to indemnify and hold ICF
International and certain related persons and entities harmless
and to provide contribution against liabilities arising out of or
in connection with the retention of ICF International by the
Committee except for any liability for losses, claims, damages or
liabilities incurred in connection with ICF International's
engagement that are finally judicially determined by a court of
competent jurisdiction to have primarily resulted from the
willful misconduct, bad faith or gross negligence of ICF
International.

Judah L. Rose, a managing director of ICF Resources, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dynegy Inc.

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.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

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) Nov. 7 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, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

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.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: U.S. Bank Says Counterclaims Barred
-----------------------------------------------
U.S. Bank National Association, as successor indenture trustee
under the Indenture of Trust, Mortgage, Assignment of Leases and
Rents and Security Agreement related to Roseton Units 1 and 2 and
successor indenture trustee under the Indenture of Trust,
Mortgage, Assignment of Leases and Rents and Security Agreement
related to Danskammer Units 3 and 4, answers the counterclaims
asserted by Dynegy Holdings LLC, Dynegy Danskammer LLC and Dynegy
Roseton LLC.

George A. Davis, Esq., at Cadwalader Wickersham & Taft LLP, in
New York, argues that the Counterclaims fail to state a claim
upon which relief may be granted and that they are barred in
whole or in part by the Personal Property Leases, Real Property
Leases and Real Property Subleases, which describe the assets
covered by the Personal Property Leases as personal property.

Dynegy Holdings and the other plaintiffs previously contended
that U.S. Bank's $919 million claim must be disallowed and noted
that the Certificate Holders on whose behalf U.S. Bank acts are
owed only $550.4 million.

The Court granted previously Dynegy, Inc.'s request to intervene
in the Adversary Proceeding so that it can monitor the proceeding.
In a separate filing, the Official Committee of Unsecured
Creditors certified that no objections were filed to its request
to intervene in the Adversary Proceeding as of February 3, 2012.

As reported in the TCR on Jan. 27, 2012, U.S. Bank National
Association, as successor indenture trustee under the Indenture of
Trust, Mortgage, Assignment of Leases and Rents and Security
Agreement related to Roseton Units 1 and 2 and successor indenture
trustee under the Indenture of Trust, Mortgage, Assignment of
Leases and Rents and Security Agreement related to Danskammer
Units 3 and 4, filed an adversary proceeding against debtors
Dynegy Holdings LLC, Dynegy Roseton LLC, and Dynegy Danskammer
LLC.

A final pre-trial conference will be held on June 6, 2012, at
10:15 a.m., at the Poughkeepsie Office, in connection with the
Adversary Proceeding.

                        About Dynegy Inc.

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.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

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) Nov. 7 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, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

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.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DRYSHIPS INC: Incurs $70.1 Million Net Loss in 2011
---------------------------------------------------
Dryships, Inc., reported net loss attributable to the Company of
US$6.22 million on US$328.18 million of revenue for the three
months ended Dec. 31, 2011, compared with net income attributable
to the Company of US$97.93 million on US$215.82 million of revenue
for the same period a year ago.

The Company reported a net loss attributable to the Company of
US$70.12 million on US$1.07 billion of revenue for the year ended
Dec. 31, 2011, compared with net income attributable to the
Company of US$188.32 million on US$859.74 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed US$8.62
billion in total assets, US$4.68 billion in total liabilities and
US$3.93 billion in total equity.

George Economou, Chairman and Chief Executive Officer of the
Company commented:

"We are pleased to report DryShips' earnings for the fourth
quarter of 2011.  This last quarter of 2011 was a significant
period for our offshore drilling unit because it generated profits
in spite of downtime associated with mobilizing our rigs to
drilling locations.  More importantly, it marked the beginning of
our next growth stage as we continue to build on our revenue
backlog."

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

                        http://is.gd/K4B6Cp

                         About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.


EASTMAN KODAK: S&P Assigns 'B-' Rating to $700MM DIP Term Loan
--------------------------------------------------------------
Standard & Poor's Rating Services assigned ratings to U.S.-based
Eastman Kodak Co. (Kodak)'s $950 million debtor-in-possession
(DIP) credit facility, comprising a $250 million revolving credit
facility and a $700 million term loan due July 2013. "We rate the
revolver 'B+' and the term loan 'B-'. The company's corporate
credit rating remains 'D'. Kodak filed a voluntary petition under
Chapter 11 of the Bankruptcy Code on Jan. 19, 2012," S&P said.

"The higher rating on the DIP revolver reflects its senior
repayment position and borrowing base restrictions with regard to
cash, accounts receivable, inventory, machinery, and equipment
relative to the DIP term loan under a liquidation scenario. It
also reflects our expectation that the revolving facility has
likely full repayment prospects even in a liquidation scenario,"
S&P said.

"The ratings reflect Standard & Poor's view of the likelihood of
repayment of the DIP loans in full upon the company's
reorganization and emergence from bankruptcy, as well as our
assessment of the lenders' prospect for full recovery in the event
that liquidation becomes necessary. The DIP loan ratings are
point-in-time ratings we assigned on the date we performed the
analysis, based on information provided and available at such time
and the assumptions that we outline in this report. We will
withdraw these ratings shortly after publishing and Standard &
Poor's will not review, modify, or monitor the ratings based on
subsequent information or changes to market conditions," S&P said.

The $250 million asset-based DIP revolver (ABL) consists of $225
million available to Kodak and $25 million available to Kodak
Canada Inc. Kodak is the sole borrower under the term loan.

The ABL is guaranteed by Kodak's direct and indirect domestic
subsidiaries, and Kodak Canada's direct and indirect wholly owned
Canadian subsidiaries in the case of the Canadian revolver. The
ABL has a first-priority security interest on cash, accounts
receivable, inventory, and machinery and equipment and a second-
priority lien on the collateral securing the term loan.

The term loan has a first-priority security interest on
essentially the rest of the assets, including real property,
intellectual property, and a 65% stock pledge of first-tier
foreign subsidiaries. It has a second-priority security interest
on the ABL collateral.

Availability under the revolver is governed by a borrowing base,
which consists of 1) 85% of eligible trade receivables, plus 2)
the lesser of 65% of cost of eligible inventory and 85% of the net
orderly liquidation value of eligible inventory, plus 3) the
lesser of $35 million and 75% of net orderly liquidation value of
eligible machinery and equipment, minus reserves, which include a
permanent availability block that holds U.S. borrowing capacity
$25 million below the stated commitment amount.

Financial covenants include minimum consolidated adjusted EBITDA
starting from a shortfall of $105 million as of April 30, 2012,
with gradual step-ups turning into a surplus requirement of $40
million as of Feb. 28, 2013, and finally ending in a minimum of
$175 million as of June 30, 2013. There is a minimum U.S.
liquidity covenant of $250 million until March 31, 2012, then $150
million until Sept. 30, 2012, and any day after $100 million.

"Although Kodak has certain legacy businesses that are profitable
and generate positive cash flow, we believe its ability to
reorganize and raise sufficient capital to fully repay the DIP
loans at emergence could be complicated by film's ongoing secular
decline, prospects for continued large cash expenditures in
printing markets targeted for growth, costs to restructure and
revive core businesses, and uncertainty regarding the ability to
monetize noncore intellectual property (IP)," S&P said.

"In our opinion, the company's value as a going concern is a
result of its profitable core businesses, which are Prepress
Solutions, Document Scanners, and Kiosk business lines. Kodak
plans to grow by building its businesses in the consumer and
commercial print markets. However, Kodak currently has low-single-
digit consumer ink jet printer market share and relatively modest
collective consumer and commercial printing revenues in growth
markets of about $1.2 billion. Growing these businesses in
competitive markets while restructuring its core operations,
exiting noncore markets, and funding its significantly underfunded
employee benefit obligations is likely to continue to produce
operating losses and cash flow deficits in 2012," S&P said.

"In recent years, Kodak has relied on significant proceeds from
licensing noncore IP and the sale of noncore assets to fund its
plan to transform itself from a traditional film manufacturer into
a digital technology company. However, this cash source shrank
dramatically in 2011 and legal ruling on the validity of key
patents remains unsettled. The DIP facility provides the company
interim liquidity relief, however, the factors that drove Kodak
into bankruptcy remain. Absent a large monetary settlement of its
digital patents, we believe that there are risks surrounding
Kodak's liquidity and ability to meet its covenants. In
particular, we are concerned that the company's cash flow drain
would lead to a violation of its minimum U.S. liquidity covenant
in the later part of this year," S&P said.

"Ultimately, we expect proceeds from additional licensing
agreements or the outright sale of Kodak's noncore IP portfolio to
help address its liquidity needs and enhance lender recovery
prospects. Nonetheless, there is a wide range of possible
outcomes, given a history of favorable and unfavorable patent
validity rulings and it is difficult for us to predict the actual
nominal value and timing of monetization. In light of these
uncertainties, we characterize Kodak's ability to fully repay the
DIP through a timely reorganization as high risk and note that DIP
lenders could be incentivized to force liquidation if there is no
clear path to a successful and timely IP settlement," S&P said.

"As part of our DIP loan rating analysis, we assessed the DIP
lenders' prospect for full recovery of principal in the event that
the company's efforts to reorganize are unsuccessful and that
bankruptcy converts to liquidation. For the purposes of this
analysis, we consider the orderly liquidation value of the
company's assets for the collateral securing the DIP loans. This
analysis also contemplates that a liquidation scenario is most
likely in the event that the monetization of its noncore IP assets
falls well short of its expectations," S&P said. S&P applied these
estimated advance rates to the company's Dec. 31, 2011, balance-
sheet values:

  Trade receivables       70%
  Inventory               50%
  Machinery & equipment   20%
  Real property           10%

Other assumptions of the liquidation analysis include:

* A fully drawn ABL revolver less $25 million of U.S.
   availability block.

* "About $50 million of cash remain on the balance sheet, which
   coincides with our assessment that the company would violate
   its minimum U.S. liquidity covenant," S&P said.

* An estimated distressed patent sale value of about $220 million
   (approximately 10% of third-party valuations) under the
   assumption that the IP monetization plan is unsuccessful. "We
   view the IP monetization plan as subject to a wide range of
   possible outcomes. Our liquidation scenario considers an
   unsuccessful outcome," S&P said.

* Estimated liquidation and administrative expenses of 7% of the
   gross proceeds.

"No residual value available from the stock pledge of the U.K. and
Germany subsidiaries due to structurally senior foreign
indebtedness and liabilities, including $1.2 billion of U.K.
pension liabilities and about $80 million of German notes. For the
rest of first-tier foreign subsidiaries that provide a 65% stock
pledge, we assigned similar advance rates to their liquid assets,"
S&P said.

"Given these assumptions, the net proceeds available for
distribution of about $951 million would provide for substantial
overcollateralization of the DIP revolver and about 1x coverage
for the DIP term loan. Given the priority position of the asset-
based revolver over the term loan, the DIP revolver rating is
enhanced at 'B+', while the DIP term loan rating is unenhanced at
'B-'," S&P said.

Ratings List
Eastman Kodak Co.
Corporate Credit Rating                      D/--/--

New Ratings

Eastman Kodak Co.
$250M revolving credit facility due 2013     B+
$700M term loan due 2013                     B-


EASTMAN KODAK: Apple Asks for Lift Stay of Patent Lawsuit
---------------------------------------------------------
Apple Inc. asked the U.S. Bankruptcy Court in Manhattan to lift
the automatic stay that was applied to a pending patent-
infringement lawsuit against Eastman Kodak Co.

The move comes after Eastman Kodak showed an indication to sell
its digital imaging patents.  Apple expressed concern that the
patent for which it said it is the rightful owner may be included
in the sale block.

"Until this ownership dispute is decided, any such sale that
includes the...patent would be inappropriate and harm Apple
irreparably," said Apple's lawyer, Brian Lennon, Esq., at Kirkland
& Ellis LLP, in New York.

Apple accused Eastman Kodak of obtaining the disputed patent by
secretly taking its innovations and claiming them as Eastman
Kodak's own.

"Kodak has misappropriated Apple's technology and has announced
that it will seek authority from this court to sell that
technology despite Apple having title to the technology," Mr.
Lennon said in a court filing.

In the same filing, Mr. Lennon also requested that the patent-
infringement lawsuit be transferred to the U.S. Bankruptcy Court
in Manhattan.

The hearing to consider approval of the request is scheduled for
February 28, 2012.  Objections are due by February 23, 2012.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Wins Approval to Pay Employee Obligations
--------------------------------------------------------
Judge Allan Groper entered a final order authorizing Eastman Kodak
Co. and its affiliates to pay and honor all prepetition
obligations associated with their
employees.

                      Company Workforce

As of January 9, 2012, the Debtors employed 9,100 employees, 8,000
of which are full time workers.  They regularly supplement their
workforce through the use of temporary employees and independent
contractors.

The Workforce performs a variety of functions, including sales,
customer service, information technology, research and
development, engineering, purchasing and a variety of
administrative, legal, accounting, finance and management-related
tasks.

Accordingly, to provide benefits to the Workforce, the Debtors pay
and incur a number of obligations (including employee
contributions, claims and administrative fees to benefit
providers) such as compensation; deductions and payroll taxes;
cash incentive programs; equity plans; termination allowance
programs; reimbursement expenses; relocation and expatriates
expenses; health benefits; workers' compensation benefits;
vacation time; life  insurance; accidental death and disability
benefits; retirement and savings benefits and other benefits,
which are collective referred to as the "Employee Obligations."

A summary of the immediate relief the Debtors sought in relation
to the payment of Employee Obligations is as follows:

                                                    Estimated
                                    Estimated      Prepetition
Request                            Participants      Amounts
-------                            ------------    -----------
Wages, Salaries, Commissions
and other Compensation
Unpaid Prepetition Compensation       9,100        $6,000,000
Payroll Providers                     9,100          $100,000
Payroll Taxes and Deductions          9,100          $600,000

Staffing Agency Compensation         175 - 425      $4,800,000

Independent Contractor Compensation       28          $170,000

Reimbursable Expenses                  9,100          $250,000

Employee Benefits
Health Care Plans                    63,600        $4,400,000
Flexible Benefit Plans               21,100          $720,000
Workers' Compensation                 9,100                --
Vacation Time                         9,100                --
Life Insurance Benefits              35,000        $2,800,000
Disability Benefits                  10,000          $900,000
Accident Benefits                     9,100            $4,000
Employee Savings & Retirement Plans
  * Kodak Employees' Savings &
    Investment Plan (SIP)             29,700                --
  * Kodak Subsidiaries' Savings Plan      28                --
    (KSSP)
  * Kodak Imaging Network, Inc.           95                --
    401(k) Salary Savings Plan (KIN)
  * Qualex Inc 401(k) Plan                97                --
  * Laser-Pacific Media Corp.              9                --
    Employees 401(k) Retirement Plan
  * Kodak Retirement Income Plan      55,000                --
    (KRIP)
  * Qualex Pension Plan                9,000                --
  * Local 966 Pension Plan                --                --
Other Employee Benefit Programs        9,100                --

The Debtors assert that payment of the prepetition wages, employee
benefits and similar items will benefit the Debtors' estates and
their creditors by allowing their business operations to continue
without interruption.

The Court clarified in an Interim Order that the Debtors may not
pay (i) any Employee more than $11,725 in the aggregate on account
of Unpaid Prepetition Compensation and prepetition accrued but
unused Vacation Time until entry of a final order, or (ii) any
Independent Contractor more than $11,725 on account of Independent
Contractor Compensation, and (iii) more than 50% of the
outstanding prepetition Staffing Agency Compensation.

The Debtors, under the Interim Order, are also not authorized to
pay and honor amounts related to the Director Obligations,
Employee Cash Incentive Programs, Equity Plans or Termination
Allowance Programs prior to the final hearing or entry of a final
order.

Prior to the approval, Eastman Kodak revised the terms of the
final order upon request from the Official Committee of Unsecured
Creditors.

The revised terms require Eastman Kodak to limit postpetition
accruals under non-qualified defined benefit plans to accruals
based on actual post-petition service under the standard terms of
such plans.  The revised terms also provide that payments to
insiders will be carved out from the approved incentive plans.

Eastman Kodak's request for authorization to continue the
"director obligations" will be considered at the hearing scheduled
for February 28, 2012.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Wins Approval to $60-Mil. Foreign Vendor Claims
--------------------------------------------------------------
Eastman Kodak Co. won final court approval to pay the pre-
bankruptcy claims of foreign suppliers, up to an aggregate cap of
$60 million in accordance with its procurement policy.

Prior to the approval, the company made revisions to the final
order upon request from the Official Committee of Unsecured
Creditors.

The revised terms require Eastman Kodak to consult the committee
prior to declaring a foreign supplier in breach, and prohibit the
company from paying a supplier that has not executed a so-called
foreign vendor agreement without the committee's consent.

The revised terms also grant the committee the benefit of the same
reservation of rights as Eastman Kodak with respect to challenges
to the validity of any claims paid.

Given the size, sophistication and global nature of their
businesses, the Debtors regularly transact business with vendors
located outside of the United States and its territories, and
therefore the Debtors' supply chain is dependent upon a number of
foreign suppliers that provide goods and services that are
essential to the Debtors' businesses, said Andrew G. Dietderich,
Esq., at Sullivan & Cromwell LLP, in New York.

Based on their books and records as of the Petition Date, the
Debtors estimate that they have approximately 2,000 vendors with
outstanding prepetition claims in the aggregate amount of
approximately $332 million.

The Debtors' Foreign Vendors generally, but not exclusively, fall
into these categories:

(A) Raw materials Suppliers.  Raw materials are the lifeblood of
   several of the Debtors' businesses.  Even a short delay in
   their delivery could damage the health of the Debtors'
   operations.  The Debtors estimate that they have spent
   approximately $460 million on raw materials during fiscal
   year 2011.

(B) Custom Chemical Vendors.  The Debtors also have commissioned
   and continue to use many custom-made chemicals that are
   essential to the manufacture of film, photographic paper and
   other products.  The Debtors estimate that they have spent
   approximately $115 million on chemical suppliers during
   fiscal year 2011.

(C) Merchandise Vendors.  Certain of the Debtors' consumer
   electronics, such as digital still and video cameras, digital
   picture frames, desktop inkjet printers, ink cartridges, and
   batteries are purchased "retail-ready" on open credit from
   manufacturers and re-sold to customers, while other products
   are purchased in a substantially finished form but require
   final assembly.  The Debtors estimate that they have spent
   approximately $640 million on merchandise vendors in fiscal
   year 2011.

(D) Component Vendors.  The Debtors use components in the
   manufacture of digital cameras and devices, consumer and
   commercial printers, and other devices.  The Debtors estimate
   that they have spent approximately $110 million on component
   vendors in fiscal year 2011.

The Debtors said they seek to pay prepetition claims of certain
identified Foreign Vendors who are essential to their business
operations, up to the Foreign Vendor Cap, and only payment
actually is necessary to ensure that the particular vendor will
provide necessary goods and services to the Debtors on a
postpetition basis.  To that end, the Debtors have not identified
any pre-authorized list of Essential Foreign Vendors whose claims
may be paid.

To further ensure that the Debtors' business operations will be
minimally impacted during the Debtors' Chapter 11 cases, the
Debtors proposed a Procurement Policy, which seeks to condition
payments to Essential Foreign Vendors upon an agreement by such
Essential Foreign Vendor to provide normal, reasonable and
customary price, service, quality and payment terms to the Debtors
on a postpetition basis.

Pursuant to the Procurement Policy, the Debtors intend to
condition the receipt of payment by a Foreign Vendor on an
agreement that the Foreign Vendor also continue to extend
Customary Trade Terms to the Debtors' non-debtor foreign
subsidiaries -- and that the Foreign Vendor will not attempt to
recover from the Debtors' Foreign Affiliates any prepetition
amounts due to such vendor from the Debtors.

A full-text copy of the Debtors' Procurement Policy is available
for free at:

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

The Debtors estimate that about 30% of the total amount of Foreign
Vendor Claims is on account of goods that were received during the
20-day period before the Petition Date, and thus, may be afforded
administrative priority under Section 503(b)(9) of the Bankruptcy
Code.  As a result, for this subset of the Foreign Vendor Claims,
the Debtors' Motion will only affect the timing, but not the
amount, of payment.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


ENERGY FUTURE: Subsidiaries to Offer $200MM of Sr. Secured Notes
----------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., intend to commence a private offering of $200 million
principal amount of additional 11.750% Senior Secured Second Lien
Notes due 2022.  The Issuers intend to use the net proceeds from
the offering to pay a dividend to EFH Corp., which will use the
proceeds of the dividend to repay a portion of the demand notes
payable by EFH Corp. to its wholly-owned subsidiary Texas
Competitive Electric Holdings Company LLC that have arisen from
cash loaned by TCEH to EFH Corp.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company reported a net loss of $1.91 billion in 2011 compared
with a net loss of $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENERGY TRANSFER: Fitch Assigns 'BB' Rating to Sr. Sec. Term Loan
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Energy Transfer
Equity, L.P.'s (ETE) proposed senior secured term loan facility
(Term Loan).  ETE's Issuer Default Rating (IDR) is 'BB-' and its
Rating Outlook is Stable.

The Term Loan, which has a maximum size of $2.3 billion, will be
used to pay a portion of the cash consideration for ETE's
acquisition of Southern Union Company (SUG; IDR 'BBB-' on Rating
Watch Negative by Fitch).    the SUG merger agreement, SUG
shareholders can elect to exchange each share of SUG common stock
they own for either $44.25 in cash or 1 common unit of ETE. The
aggregate cash consideration will be capped at 60% of the $5.7
billion aggregate merger consideration, and the aggregate ETE
common unit consideration will be capped at 50% of the aggregate
merger consideration.  ETE mailed the cash election forms to SUG
shareholders on Feb. 17, 2012, who have until March 19, 2012 to
make their election.

ETE plans to fund approximately $1.45 billion of the cash portion
with part of the proceeds received from the acquisition of SUG's
50% interest in Citrus Corp. by Energy Transfer Partners, L.P.
(ETP; IDR 'BBB-' Rating Outlook Negative).   Proceeds from ETPs'
January 2012, $2.0 billion senior note financing will be used to
fund its Citrus acquisition.  Depending on the SUG shareholder
election, the size of the Term Loan should be between $1.7 billion
and $2.3 billion. ETE expects to close the SUG merger in mid-to-
late March 2012, pending approval by the Missouri Public Service
Commission (MPSC).   A stipulation between SUG, ETE, and the MPSC
staff recommending approval of the merger was filed with the MPSC
on Feb. 16, 2012. By funding with the Term Loan ETE will not need
to draw on its Oct. 17, 2011, 364-day $3.7 billion senior bridge
loan facility.

The Term Loan will be secured by a first-priority interest in all
tangible and intangible assets of ETE, including the limited
partner and general partner ownership interests in ETP and Regency
Energy Partners LP (RGNC) and its interests in SUG.  The
collateral documents will secure ETE's outstanding $1.8 billion
senior notes due 2020 and borrowings under its amended $200
million secured revolving credit facility due 2015 on a pari passu
basis with the Term Loan, but subject to a 'first out' right in
favor of the revolver.

The Term Loan is expected to have two financial covenants, a
leverage ratio and a fixed charge coverage ratio.   In addition,
the Term Loan is expected to require a value to loan ratio for ETE
to incur debt.  The revolving credit agreement is expected to
mirror the Term Loan agreement in all material respects.  Ample
cushion is expected under the proposed financial ratios.

Rating Rationale: Fitch expects ETE's credit profile to remain
consistent with its current ratings pro forma the transaction.
2012 Fitch projects ETE's standalone adjusted debt to EBITDA,
which measures ETE parent company debt against the distributions
it receives from SUG, ETP and RGNC less expenses, to range between
3.5x and 4.5x depending on the size of the Term Loan, the date of
the transaction close and the amount of operating synergies the
merger provides. On a fully consolidated basis 2012 debt to EBITDA
is expected to approach 6.0x.  ETE's leverage ratios are expected
to improve in future periods with the benefit of a full year's
ownership of SUG, increasing distributions from ETP and RGNC, and
potentially from the use of proceeds from SUG asset sales,
including dropdowns, to pay down debt.

SUG Will Diversify ETE's Cash Flow: ETE's cash flow will increase
by more than 50% following the SUG merger.  Furthermore, the
stability of ETE's cash flow should improve with the addition of
SUG's pipeline assets combined with the January 2012 sale by ETP
of its retail propane operations to AmeriGas Partners L.P. A
higher percentage of revenues will be attributable to
contractually supported fee-based operations and sensitivity to
weather and commodity prices will be reduced.

Catalysts for Future Rating Actions: Possible catalysts for
negative rating actions include increasing leverage at ETE and
weakening credit quality at ETP, SUG, and RGNC.  Possible
catalysts for positive rating actions include reduced leverage at
ETE and improving credit quality at ETP, SUG, and RGNC.

ETE currently owns 50.2 million ETP limited partner (LP) units and
ETP's 1.6% general partner (GP) interest and 26.3 million Regency
Energy Partners LP (RGNC) LP units and RGNC's 1.9% GP interest.
ETE's investment in RGNC was completed on May 26, 2010.


ENIVA USA: $350,000 Post-Confirmation Financing Approved
--------------------------------------------------------
Bankruptcy Judge Robert J. Kressel authorized Eniva USA, Inc., to
enter into a $350,000 post-confirmation financing with Plymouth
Investments, LLC.  The Post-Confirmation Credit Facility is
secured by a lien in all assets of the Debtor subordinate to the
lien of Home Federal Home Federal Savings Bank.

Prior to the entry of the Court's order, Home Federal filed a
conditional objection pending execution of an appropriate
subordination agreement.  Federal Home asserted that the
collateral to the proposed financing documents is subject to its
prior security interest.  The conditional objection was
subsequently withdrawn.

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


ENIVA USA: Plan Confirmed; Unsecureds to Recover 7.5% in 3 Years
----------------------------------------------------------------
Judge Robert J. Kressel confirmed Eniva USA, Inc.' Modified Plan
of Reorganization dated Feb. 21, 2012.

Under the Plan, general unsecured creditors will receive 7.5% of
the allowed amount of the claim, without interest, payable in
three years.  The distributions will amount to roughly $500,000.
The Home Federal Claim totaling $178,000 as of the Effective Date
will be treated as a fully secured claim.  Home Federal will
retain all of its pre- and post-petition lien and security
interests in all collateral previously pledged to it by the
Debtor.

As holders of the equity interests, Andrew Baechler and Benjamin
Baechler will hold 100% of the common stock of the Reorganized
Debtor.  The Equity Interests will be pledged to the Post-
Confirmation Lender to secure the personal guarantees of the Post-
Confirmation Credit Facility.

The board of directors of Eniva will consist of the following
members: Andrew Baechler and Benjamin Baechler.  Management of
Eniva will consist of: Andrew Baechler as chief executive officer
and Benjamin Baechler as chief medical officer.  The annual
compensation paid to Andrew Baechler and Benjamin Baechler is
$120,000 and $120,000 respectively, and will not be increased
until all payments under the Plan have been completed.

The Debtor will continue to operate its business in the ordinary
course.  Payments required by the Plan will be made from the cash
flow generated by the operation of the business and from the
$350,000 Post-Confirmation Credit Facility secured by a lien in
all assets of the Debtor subordinate to the lien of Home Federal
and made available to the Debtor as of the Effective Date.

Prior to the entry of the Court's Order, Austin Mutual Insurance
Company filed an objection to confirmation on the grounds that the
Plan does not meet the requirements for confirmation because: (a)
the Plan is not proposed in good faith, (b) the Debtor will likely
be unable to pay administrative claims in full on the effective
date, (c) the Plan is not feasible, and (d) the Plan is not fair
and equitable to unsecured creditors.

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

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

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


EVERGREEN SOLAR: Wants Exclusive Filing Period Extended to June 12
------------------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar, Inc., filed with
the Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including June 12, 2012 and Aug.
13, 2012, respectively.  The Court scheduled a March 8, 2012
hearing on the matter.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and $3.2
million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.


EXECUTIVE CENTER OF SIMI: Sec. 341 Creditors' Meeting on March 20
-----------------------------------------------------------------
The U.S. Trustee in Woodland Hills, California, will convene a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) meeting in
the Chapter 11 case of Executive Center of Simi Valley LLC on
March 20, 2012, at 11:00 a.m. at RM 105, 21051 Warner Center Lane,
in Woodland Hills.

Meanwhile, the Debtor is required to file its schedules of assets
and liabilities and statement of financial affairs as well as a
Venue Disclosure Form on March 1.  The Debtor faces dismissal of
the case if the documents aren't delivered to the Court.

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


EXECUTIVE CENTER OF SIMI: Platinum Objects to Cash Collateral Use
-----------------------------------------------------------------
Platinum Courtyard, LLC, has informed the Bankruptcy Court it
objects to any attempt by Executive Center of Simi Valley, LLC, to
use cash collateral.

Platinum Courtyard said the Debtor owes it at least $13,893,280 as
of Sept. 21, 2011 plus accruing default interest, fees and costs.
The debt is secured by certain assets that include 30077 and 30101
Agoura Court, Agoura Hills CA and an assignment of rents and
leases from the property.

Platinum demands segregation, sequestration and an accounting for
any proceeds and any other income derived from Collateral as
required pursuant to 11 U.S.C. Sec. 363(c)(4).

Platinum is represented by:

          Lewis R. Landau, Esq.
          23564 Calabasas Road, Suite 104
          Calabasas, CA 91302
          Fax: (888) 822-4340
          E-mail: Lew@Landaunet.com

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


G & W ROOFING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G & W Roofing and Sheet Metal, Inc.
        129 West Marion Avenue
        Edgewater, FL 32132

Bankruptcy Case No.: 12-01052

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Armistead W Ellis, Jr., Esq.
                  ARMISTEAD W. ELLIS, JR., P.A.
                  P.O. Box 127
                  Daytona Beach, FL 32115
                  Tel: (386) 255-2433
                  Fax: (386) 310-4956
                  E-mail: Pleadings.EllisLaw@gmail.com

Estimated Assets: $500,001 to $1,000,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-01052.pdf

The petition was signed by Paul Weiss, president.


GASPAR PROPERTIES: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gaspar Properties, Inc.
        45 Davis Boulevard
        Tampa, FL 33606

Bankruptcy Case No.: 12-02347

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Suite B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

Scheduled Assets: $5,558,960

Scheduled Liabilities: $17,598,494

The Company's list of its 24 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-02347.pdf

The petition was signed by Hamilton H. Jones, president.


GETTY PETROLEUM: Wants to Block Suit Over Gas Station Transfers
---------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that Getty Petroleum
Marketing Inc. filed suit Tuesday asking the judge handling its
New York bankruptcy proceeding to block several lawsuits,
including a dispute over a 2009 transfer of gas stations from
Getty to then-sister company Lukoil North America LLC.

Law360 relates that Lukoil Americas Corp. owned Getty and Lukoil
North America at the time of the transfer, which Getty's current
CEO Bjorn Q. Aaserod has said was "a fraudulent transfer that must
be unwound" and part of the reason the company had to file for
Chapter 11 bankruptcy.

                     About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GFR ONE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GFR One Corp
        231 Douglas Road East
        Oldsmar, FL 34677

Bankruptcy Case No.: 12-02396

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Barbara M. Brown-Emery, Esq.
                  EMERY LAW AND MEDIATION, P.A.
                  12718 DuPont Circle
                  Tampa, FL 33626
                  Tel: (813) 289-8485
                  Fax: (813) 855-8485
                  E-mail: barbara@emerylaw.org

Scheduled Assets: $1,503,000

Scheduled Liabilities: $1,161,023

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-02396.pdf

The petition was signed by Gene Roefaro, president.


GOLD LEAF: Firm That Sells Statue of Liberty Junk in Bankruptcy
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Gold Leaf Corp., a Tennessee company that sold off
chunks of the Statue of Liberty, filed for bankruptcy protection
earlier this month after a judge determined that the company owed
$315,855.95 to a Florida man whose loan kept the company
operating.

DBR notes Gold Leaf spent years trying to make money selling the
scraps it salvaged from the monument's renovation in the 1980s.

According to DBR, in the lawsuit that triggered the judgment, the
lender accused the company of improperly transferring the
monument's materials, including metal support bars that were
extracted from within the original Statue of Liberty and bricks
from the Ellis Island immigration house.

Gold Leaf Corp., based in Fayetteville, Tenn., filed for Chapter
11 bankruptcy (Bankr. E.D. Tenn. Case No. 12-10816) on Feb. 16,
2012.  Judge Shelley D. Rucker presides over the case.  David J.
Fulton, Esq., at Scarborough, Fulton & Glass, serves as the
Debtor's counsel.  The Debtor scheduled assets of $12,600 and
liabilities of $1,096,541.  The petition was signed by Richard W.
Stocks, president-CEO.


GOOD SAM: Completes Offer to Purchase $7.42 Million Senior Notes
----------------------------------------------------------------
Good Sam Enterprises, LLC, announced the completion of an offer to
purchase up to $7,425,000 in principal amount of the Company's
outstanding 11.50% Senior Secured Notes due 2016.  The Offer to
Purchase was made pursuant to the terms of the indenture governing
the Notes and expired at 5:00 p.m., New York City time, on Feb.
17, 2012.

The amount tendered exceeded the maximum aggregate amount of the
Offer to Purchase by $203,000.  Therefore, the tendered Notes have
been accepted on a pro rata basis, such that the aggregate amount
of the Notes purchased does not exceed the aggregate amount of the
Offer to Purchase.  The Notes will be purchased by the Company and
retired on Feb. 27, 2012.

"We are pleased at the outcome of the Offer to Purchase and the
corresponding debt reduction of the company," stated Marcus
Lemonis, CEO of Good Sam Enterprises, LLC.  "On a pro forma basis,
the retirement of the Notes under this Offer to Purchase, in the
amount of $7,422,000, will reduce annualized interest expense by
$854,000."

                        About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

The Company also reported net income of $4.57 million on
$362.26 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.24 million on $361.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$233.96 million in total assets, $487.09 million in total
liabilities and a $253.12 million total stockholder's or member's
deficit.

                          *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GOODYEAR TIRE: Fitch Rates Proposed $700-Mil. Notes at 'B/RR5'
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR5' to The Goodyear
Tire & Rubber Company's (GT) proposed issuance of $700 million of
new senior unsecured notes due 2022. GT's issuer default rating
(IDR) is 'B+' and the Rating Outlook is 'Stable'.  The Recovery
Rating of 'RR5' on the proposed notes reflects estimated recovery
prospects in the 10% to 30% range in a distressed scenario.

The proposed notes rank pari passu with GT's existing senior
unsecured notes and are guaranteed on a senior unsecured basis by
the company's same U.S. and Canadian subsidiaries that guarantee
its secured bank credit facilities and its existing senior
unsecured notes.  GT has the option to redeem all or a portion of
the notes at any time on or after May 17, 2017, at 100% of the
principal amount plus a make-whole premium.  In addition, prior to
May 15, 2015, GT may redeem up to 35% of the notes using proceeds
from certain equity offerings.

Proceeds from the proposed notes will be used to redeem GT's $650
million of 10.5% senior unsecured notes due 2016.  Although the
issuance of the proposed notes will increase the company's debt
outstanding by $50 million, it will move the company's note
maturities further into the future and will presumably reduce the
company's cash interest expense, given the high coupon on the 2016
notes.  Following the redemption of the 2016 notes, the
consolidated company will have no note maturities until 2019, when
the EUR250 million of 6.75% senior unsecured notes issued by GT's
Goodyear Dunlop Tires Europe B.V. (GDTE) subsidiary come due.  GT
does, however, have several significant bank debt maturities
before then, including its $1.2 billion second-lien term loan,
which matures in 2014.

GT's ratings reflect its strong competitive position as a leading
brand in the global replacement and original equipment (OE) tire
segments and ongoing market acceptance its premium tire offerings,
set against a backdrop of a persistently negative free cash flow
performance and substantially underfunded pension obligations.
Leverage declined meaningfully in 2011 as pricing and mix overcame
high raw material costs, resulting in significant EBITDA growth.
GT's debt level rose, however, as negative working capital
pressured free cash flow.  Looking ahead, GT has outlined a multi-
year plan to increase margins and strengthen its balance sheet,
but higher capital spending and heavy cash pension requirements
are likely to keep free cash flow relatively weak or negative over
the intermediate term.

As mentioned above, the recovery rating of 'B/RR5' on the proposed
notes reflects Fitch's expectation that recovery on the notes
would be below average, in the 10% to 30% range, in a distressed
scenario.  The relatively low level of expected recovery is due,
in part, to the substantial amount of higher-priority secured debt
in GT's capital structure.  Fitch also notes that in a distressed
scenario, the company's substantial pension obligations could
potentially depress recovery prospects further for unsecured
creditors.

Fitch could revise GT's Rating Outlook to 'Positive' or the
ratings could be upgraded in the intermediate term if stronger
margins result in positive free cash flow generation on a
sustainable basis and leverage continues to decline.  A meaningful
reduction in debt also could result in a positive rating action,
but this is unlikely in the near term, given the expected pressure
on the company's free cash flow.  A substantial improvement in the
funded status of GT's pension plans would also contribute to a
positive rating action.  On the other hand, GT's Rating Outlook
could be revised to 'Negative' or the ratings downgraded if a
decline in tire demand or an increase in production costs results
in a prolonged period of negative free cash flow generation and a
significant weakening in the company's credit protection metrics.
Of particular focus would be any decline in the company's cash
balance below $1 billion for an extended period.


GREAT PLAINS: Wants to Employ Dworken & Bernstein as Counsel
------------------------------------------------------------
Great Plains Exploration, LLC, asks the Bankruptcy Court for
authorization to employ Dworken & Bernstein Co., L.P.A., as
special counsel in various corporate, regulatory and litigation
matters.

The professional services that Dworken & Bernstein are to render
include giving Great Plains legal advice with respect to corporate
and regulatory matters in the normal course of its business.  The
corporate and regulatory matters are often complex, requiring
specialized knowledge and experience with the debtor and related
companies.

The individuals presently designated to represent Great Plains and
their hourly rates as of January 1, 2012 are:

     Name                        Position    Hourly Rate
     ------------------------    --------    -----------
     Richard N. Selby, II        Attorney       $250
     Melvyn E. Resnick           Attorney       $350
     Jodi Littman Tomaszewski    Attorney       $275
     Erik L. Walter              Attorney       $250
     Howard S. Rabb              Attorney       $300

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

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


GREAT PLAINS: Can Retain Bernstein Law Firm as Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has authorized Great Plains Exploration LLC to retain Bernstein
Law Firm, P.C., as its Chapter 11 counsel.

The individuals presently designated to represent the Debtor and
their hourly rates are:

          Professionals                    Hourly Rate
          -------------                    -----------
          Robert S. Bernstein, Esq.            $465
          Nicholas D. Krawec, Esq.             $360
          Kirk B. Burkley, Esq.                $340
          Peter J. Ashcroft, Esq.              $250
          Shawn Mcclure, Esq.                  $245
          Kit F. Pettit, Esq.                  $270
          Jodi L. Hause, Esq.                  $250
          Lara E. Shipkovitz, Esq.             $185
          Maribeth Thomas                      $170
          Susan Harding (Paralegal)            $115
          Tiffiany Waldschmidt
             (Administrative Assistant)        $100

Robert S. Bernstein, Esq., attests that his firm has no connection
with any creditors, or any other party-in-interest, or their
attorneys.

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

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


GREAT PLAINS: No Unsecured Creditors Committee Formed
-----------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.

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

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


GRUBB & ELLIS: Can Hire Grubb & Ellis Company as Claims Agent
-------------------------------------------------------------
BankruptcyData.com reports that Grubb & Ellis Company filed with
the U.S. Bankruptcy Court motions to retain:

   -- Zukerman Gore Brandeis & Crossman (Contact: Clifford A.
      Brandeis) as corporate counsel at these hourly rates:
      partner at $525 to 625, of-counsel at 450 to 575 and
      associate at 325 to 425;

   -- Alvarez & Marsal North America and Alvarez & Marsal
      Securities (Contact: Shawn Hassel and Marc Liebman) as
      restructuring advisor and investment banker at these
      hourly rates: managing director at $650to 850, director
      at 450 to 650 and analyst/associate at 250 to 450;

   -- Togut, Segal & Segal (Contact: Frank A. Oswald) as
      counsel at these following hourly rates: partner at
      $800 to $935; associate and counsel at 185 to 715 and
      paralegal and law clerk at $145 to $285.

Separately, the Court approved the Company's motion to retain
Kurtzman Carson Consultants as claims and noticing agent.

                        About Grubb & Ellis

Grubb & Ellis -- http://www.grubb-ellis.com/-- is one of the
nation's largest commercial real estate services firms, providing
transaction services, property management, facilities management
and valuation services through more than 100 company-owned and
affiliate offices.  The Company employs over 3,000 professionals
and conducts business through over 90 company-owned and affiliate
locations throughout the United States, and, through a network of
non-debtor-affiliates, throughout the world.  The company
completed about 12,000 sale and lease transactions last year and
manages more than 250 million square feet of property.

Grubb & Ellis Co., along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-10685) on
Feb. 2012, with a deal to sell its assets to BGC Partners Inc.
The Debtor is seeking expedited sale as it faces $30 million in
debt that matures on March 1 and insufficient cash to make it
through the first quarter of 2012.

BGC Partners, owner of large commercial real estate service firm
Newmark Knight Frank, has agreed to provide a loan of as much as
$4.8 million to Grubb & Ellis to keep it operating during the
bankruptcy process.

The Debtors have engaged Togut, Segal & Segal, LLP as general
bankruptcy counsel, Zuckerman Gore Brandeis & Crossman, LLP, as
general corporate counsel, and Alvarez & Marsal Holdings, LLC, as
financial advisor in the Chapter 11 case.  Kurtzman Carson
Consultants is the claims and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtor proposes a March 9 deadline for preliminary
bids, a March 19 deadline for binding bids, an auction on March
31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million consisting of a credit bid and the
amounts drawn under the DIP facility.


HERCULES OFFSHORE: Files Fleet Status Report as of Feb. 23
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Feb. 23, 2012),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for January
2012, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/dxuBNM

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011 and
a net loss of $134.59 million in 2010.

Hercules Offshore's balance sheet at Dec. 31, 2011, showed
$2 billion in total assets, $1.09 billion in total liabilities,
and $908.55 million stockholders' equity.

                          *     *     *

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOSTESS BRANDS: U.S. Trustee Slams $5MM Pay Package for CEO
-----------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that U.S. Trustee
Tracy Hope Davis slammed a bid by Hostess Brands Inc. to authorize
more than $5 million in potential payments to its CEO, saying
Wednesday that the payments appear to be unauthorized retention
awards and severance payments.

U.S. Trustee Tracy Hope Davis said Hostess, which filed for
Chapter 11 bankruptcy protection on Jan. 11, is trying to
circumvent legal limits on retention and severance payments by
calling them incentive bonuses and compensation for a noncompete
agreement, even while the company tries to void union contracts,
according to Law360.

As reported in the TCR on Jan. 23, 2012, a trial is set to begin
March 5, 2012, on the company's bid to terminate existing pensions
and retiree benefits.

Hostess Brands Inc.'s official committee of unsecured creditors,
which is dominated by labor unions and benefit plans, is opposing
the proposal.  Two baking companies have also filed an objection,
arguing that the move could push smaller industry members toward
insolvency.

                        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.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

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).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the 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.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


HOVENSA LLC: S&P Withdraws 'B' Rating on $355.7MM Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' project rating
and '2' recovery rating on U.S. Virgin Islands-based petroleum
refinery HOVENSA LLC's $355.7 million in senior secured revenue
bonds.

"On Jan. 18, 2012, the project announced that it will shut down
its 350,000 barrel per day (bpd) facility in St. Croix, citing
losses of $1.3 billion over the past three years, and its
expectation of continued poor financial performance as the reasons
for closing the refinery. It launched a tender offer which
concluded Feb. 17, 2012, and all but a nominal amount has been
tendered. We are therefore withdrawing the ratings and ending
surveillance," S&P said.


HOVENSA LLC: Fitch Withdraws 'BB-' Ratings on Sr. Secured Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed and subsequently withdrawn HOVENSA
L.L.C.'s (HOVENSA) senior secured debt ratings of 'BB-' as
follows:

  -- $362 million senior secured bank revolver;
  -- $126.8 million series 2002 senior secured tax-exempt bonds
     due 2021;
  -- $74.2 million series 2003 senior secured tax-exempt bonds due
     2022;
  -- $50.7 million series 2004 senior secured tax-exempt bonds due
     2022; and
  -- $104.1 million series 2007 senior secured tax-exempt bonds
     due 2022.

Fitch notes that the issuer of the senior secured bonds is the
Virgin Islands Public Finance Authority and HOVENSA is the
obligor.

Fitch has withdrawn the ratings due to the expiration of HOVENSA's
cash tender offer for all outstanding senior secured revenue bonds
and full repayment and termination of the bank revolver.

HOVENSA announced that it has completed a shutdown of its refinery
operations.  The complex will operate as an oil storage terminal.
HOVENSA cited losses of $1.3 billion in the last three years that
were projected to continue, caused primarily by weakness in demand
for refined petroleum products amidst the global economic slowdown
and the addition of new refining capacity in emerging markets.

The cash tender offer for all outstanding senior secured revenue
bonds expired on Feb. 17, 2012 with 99.94% of bonds tendered.
Tendered bonds will receive the par value plus an amount equal to
accrued interest on the settlement date.

HOVENSA L.L.C. was formed as a joint venture between subsidiaries
of Hess Corporation (Hess; Issuer Default Rating 'BBB', Stable
Outlook by Fitch) and Petroleos de Venezuela, SA (PDVSA; IDR 'B+',
Stable Outlook) to own and operate a refinery located in St.
Croix, U.S. Virgin Islands. PDVSA supplied up to 75% of crude to
the project at market prices, while the remaining crude supplies
were mainly sourced through West African markets.

Hess and PDVSA each purchased 50% of the project's refined
products, after any spot sales, at market prices.  Approximately
80% of HOVENSA's products were sold into the U.S. East & Gulf
Coasts, while the remaining 20% was mainly sold into the Caribbean
and U.S. Virgin Islands.  The refinery has experienced increasing
financial stress since 2008.


HP COMMUNITIES: S&P Affirms 'BB+' Rating on Series 2008B Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
HP Communities LLC, Colo.'s series 2008B and 2008C military
housing revenue bonds to stable from negative. At the same time,
Standard & Poor's affirmed its 'A-' long-term rating on HP
Communities' series 2008A military housing revenue bonds, its
'BB+' long-term rating on HP Communities' series 2008B bonds, and
its 'BB' long-term rating on  HP Communities' series 2008C bonds.
The outlook on all ratings is stable.

"The outlook revision and ratings reflect our view of improved
debt service coverage, the moderate-to-high essentiality of
various air force bases in the project area, improved occupancy at
the bases, and timely construction at all the bases," said
Standard & Poor's credit analyst Lawrence Witte.


IMEDICOR INC: Incurs $5.2 Million Net Loss in 2011
--------------------------------------------------
iMedicor, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $5.20 million on $438,122
of revenue for the year ended June 30, 2011, compared with a net
loss attributable to common shareholders of $11.40 million on
$295,132 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.70 million
in total assets, $5.27 million in total liabilities, and a
$2.57 million total stockholders' deficit.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/ib5TcA

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.


INTELLICELL BIOSCIENCES: Earns $2-Mil. from Sale of Securities
--------------------------------------------------------------
Intellicell Biosciences, Inc., in February 2012, entered into
securities purchase agreements with accredited investors, as
defined in Regulation D promulgated under the Securities Act of
1933, as amended, pursuant to which the Company sold (i) an
aggregate of 2,040,000 shares of the Company's common stock, par
value $0.001 per share, (ii) class A warrants to purchase an
aggregate of 4,080,000 shares of Common Stock, and (iii) class B
warrants to purchase an aggregate of 4,080,000 shares of Common
Stock, for aggregate gross proceeds of $2,040,000, which consisted
of $1,540,000 of cash and the exchange and cancellation of a
promissory note and a warrant.

The Class A Warrants are exercisable for a period of five years
from the date of issuance at an initial exercise price of $2.00,
subject to adjustment.  The Class B Warrants are exercisable for a
period of five years from the date of issuance at an initial
exercise price of $3.75, subject to adjustment.  The exercise
price of the Warrants are subject to anti-dilution adjustment for
subsequent lower price issuances by the Company, as well as
customary adjustments provisions for stock splits, stock
dividends, recapitalizations and the like.  The investors may
exercise the Warrants on a cashless basis anytime after the six
month anniversary of the initial exercise date of the Warrants if
the shares of common stock underlying the Warrants are not then
registered pursuant to an effective registration statement.  In
the event the investors exercise the Warrants on a cashless basis,
the Company will not receive any proceeds.

Until the earlier of either (i) a registration statement covering
the resale of shares of Common Stock is effective under the
Securities Act for a continuous six month period, or (ii) the
shares of Common Stock have been eligible for sale under Rule 144
for a continuous six month period, the per share purchase price
for the shares of Common Stock is subject to anti-dilution
adjustment for subsequent issuances by the Company at a price
lower than $1.00 per share.

The investors have contractually agreed to restrict their ability
to exercise the Warrants such that the number of shares of the
Company common stock held by the investors and their respective
affiliates after that exercise does not exceed 9.99% of the
Company's then issued and outstanding shares of Common Stock.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


JEFFERSON COUNTY: S&P Affirms 'B' SPUR on Various Warrant Series
----------------------------------------------------------------
Standard & Poor's Ratings Services removed its underlying rating
(SPUR) on Jefferson County, Ala.'s series 2004A, series 2005 A-1,
series 2005 A-2, series 2005A-3, series 2005 A-4, and series 2005B
warrants from CreditWatch with developing implications, where they
were placed on Nov. 11, 2011, and affirmed its 'B' SPUR on the
warrants. The outlook is developing.

"The 'B' rating continues to reflect our view of the county's
fiscal stress as evident in the November Chapter 9 bankruptcy
filing," said Standard & Poor's credit analyst Brian Marshall.

"The CreditWatch placement reflected the likelihood that we could
lower or raise the rating in the short term depending on the
timely payment of these rated obligations, but according to the
trustee for the aforementioned rated warrants, the scheduled
payments for all issues due Jan. 1, 2012 were made. County
officials are reportedly committed to honoring obligations on the
warrants until the warrants are all retired," S&P said.


KOREA TECHNOLOGY: Disclosure Statement Hearing Set for March 27
---------------------------------------------------------------
Korea Technology Industry America, Inc., et al., filed with the
U.S. Bankruptcy Court for the District of Utah a proposed
disclosure statement for the Joint Plan of Reorganization dated
Feb. 17, 2012.

Generally, the Plan provides for the following means to satisfy
the claims of creditors:

   (1) closing of a sale of substantially all of the assets of the
       Debtors to Rutter & Wilbanks Corporation, the purchaser
       under an asset purchase agreement approved by the Court;

   (2) sales of tar sands for use in paving for road construction
       purposes; and

   (d) distribution of the proceeds of sale to holders of allowed
       claims and interests.

Following satisfaction of all creditors' Claims in the Debtors'
cases, the Reorganized Debtor will have conveyed to it a mineral
royalty going forward.  The equity interests in one of the
Debtors, Crown Asphalt Ridge, LLC, will be sold to the Purchaser.
Uintah Basin Resources, LLC, and its parent Utah Hydrocarbon,
Inc., which is not a debtor in bankruptcy, will be merged or
consolidated into the reorganized KTIA.

The Debtors believe that the Plan is in the best interests of
creditors and equity security holders.  The Debtors maintain that
conversion of their cases to Chapter 7 could result in claims
being created or ripening or in compromised Claims reverting to a
potentially much larger Claim accruing interest at extremely high
default interest rate.

The Debtors will seek to confirm the Plan notwithstanding the
rejection by any of Classes of Claims or Interests.

A hearing to consider the approval of the Disclosure Statement
will be held on March 27, 2012, at 2:00 p.m.  Objections are due
March 19.

A full-text copy of the Disclosure Statement is available at:

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

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: CAR Can Hire Natural Asphalt as Sales Agent
-------------------------------------------------------------
Debtor Crown Asphalt Ridge, L.L.C., sought and obtained permission
from the Bankruptcy Court to employ Natural Asphalt Solutions as
marketing and sales agent.  NAS will:

   (a) identify potential customers, market and sale oil
       sands from the Debtor's mine in Vernal, Utah, on an
       exclusive basis;

   (b) develop projections for sales to facilitate needs for
       mining of oil sands from the Debtor's mine;

   (c) work with the Debtor to extend regulatory approval for
       existing paving products and to develop new asphalt road
       paving products and obtain regulatory approval and
       paving company interest therein; and

   (d) provide follow up expert testimony, if needed, related to
       the marketing and sale of paving products by the Debtor.

To the best of the Debtor's knowledge, NAS does not have any
connection with or hold or represent any interest adverse to the
Debtor, its creditors, or any other party-in-interest, or the
attorneys or other professionals for the Debtor.

The Debtor proposes to pay NAS on the basis of commission and to
pay NAS from the sale proceeds as sales of oil sands are closed.
A schedule of commission percentages was filed under seal with the
Court.

                       About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KURRANT MOBILE: Misses Payment on $385,050 Promissory Notes
-----------------------------------------------------------
Cogito Media Group, Inc., formerly known as Kurrant Mobile
Catering, Inc., defaulted, on May 5, 2011, on a series of
convertible promissory notes in various principal amounts with
Dimitrios Liakopoulos, Theodore Argyrakis, Kristine McNally,
et al.  The aggregate amount represented in principal loaned to
the Corporation from the Creditors is $385,050.

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

                       http://is.gd/NDmFBo

                       About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


LA JOLLA: To Effect a 1-for-100 Reverse Common Stock Split
----------------------------------------------------------
La Jolla Pharmaceutical Company, on Feb. 17, 2012, amended its
Certificate of Incorporation to effect a 1-for-100 reverse split
of its outstanding common stock.  The Reverse Split was approved
by the Company's Board of Directors, pursuant to authority
delegated to the Board by the Company's stockholders on Aug. 12,
2010.  The Reverse Split was effected with the filing of a
Certificate of Amendment with the Delaware Secretary of State.  No
fractional shares will be issued in the Reverse Split and
stockholders will instead be entitled to receive the cash value of
any fractions of shares that would have been issued as a result of
the Reverse Split.

On March 30, 2011, the Company filed a Certificate of
Designations, Preferences and Rights of Series C-1 1 Convertible
Preferred Stock, Series C-2 1 Convertible Preferred Stock, Series
D-11 Convertible Preferred Stock and Series D-2 1 Convertible
Preferred Stock with the Secretary of State of the State of
Delaware.  No shares of the Preferred Stock are currently
outstanding and the Company is permitted under the Delaware
General Corporation Law to file a certificate of elimination to
remove from its certificate of incorporation references to any
class or series of stock when no shares of that class or series of
stock remain outstanding.  Accordingly, on Feb. 21, 2012, the
Company filed a Certificate of Elimination of the Preferred Stock
with the Secretary of State of Delaware.

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla's balance sheet at Sept. 30, 2011, showed $5.51 million
in total assets, $2.62 million in total liabilities, all current,
$5.14 million in Series C-1 1 redeemable convertible preferred
stock, and a $2.25 million total stockholders' deficit.

The Company reported a net loss of $3.76 million in 2010 and a net
loss of $8.63 million in 2009.

The Company has a history of recurring losses from operations and,
as of Sept. 30, 2011, the Company had no revenue sources, an
accumulated deficit of $426,306,000 and available cash and cash
equivalents of $5,502,000 of which up to $5,140,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  That redemption
was not considered probable as of Sept. 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LEHMAN BROTHERS: Claims Trades Fell to $1.9-Bil. in January
-----------------------------------------------------------
Lehman Brothers Holdings Inc. investors traded about $1.9 billion
of the company's debt last month, down about 47% from more than
$3.6 billion in December, according to a February 14 report by
Bloomberg News.

Lehman debt accounted for 85% of all trading in claims on
bankrupt companies in January, Bloomberg News reported, citing a
report released by SecondMarket Holdings Inc.

There were 597 trades in Lehman debt last month.  Basement LLC
had the second most trades, at 71, for a total face value of $2.2
million.  Meanwhile, there were eight trades in claims on Los
Angeles Dodgers LLC, totaling $142,431, according to
SecondMarket's report.

All amounts refer to the face value of the claims, not the
trading prices, which reflect payment prospects and are not
disclosed.

DBSD North America Inc. placed second on the list of largest
amounts traded, with a single transaction of $110.4 million,
Bloomberg News reported.

December trades in Lehman debt exceeded $3.6 billion, out of $3.8
billion of total claims traded during the month, according to the
report.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: NY Atty. General to Pursue Suit vs. E&Y
--------------------------------------------------------
New York Attorney General Eric Schneiderman asked the U.S.
District Court in Manhattan to let him pursue a lawsuit against
Ernst & Young LLP for the firm's role in the collapse of Lehman
Brothers.

E&Y should "disgorge" $125 million in fees earned in an alleged
fraud involving so-called Repo 105 transactions that concealed
tens of billions of dollars in debt, the New York attorney
general said, according to Linda Sandler in a Feb. 19 Bloomberg
News report.

E&Y has previously asked for the dismissal of case asserting that
the state, represented by the Attorney General, is limited by law
from recovering the fees for itself or for Lehman's former
shareholders.

Mr. Schneiderman argued that E&Y is wrong and that it is well-
settled that the state can, and frequently does, obtain
disgorgement of ill-gotten gains under public enforcement
statutes.

Bloomberg, citing Lehman's Chapter 11 Examiner, explains that
Repo 105 transactions are a form of short-term financing that
Lehman used to move as much as $50 billion off its balance sheet
temporarily to show investors it wasn't carrying too much debt.

E&Y has maintained that its work for Lehman met all applicable
professional standards and applied rules that existed at the
time.

The case is People of the State of New York v. Ernst & Young LLP,
11-cv-00384, U.S. District Court, Southern District of New York
(Manhattan).

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Drops Winding-Up Petition vs. Wockhardt
-------------------------------------------------------------
Lehman Brothers Special Financing has withdrawn its winding-up
petition against Mumbai-based Wockhardt after Wockhardt's
European subsidiary reached an out-of-court settlement with
Lehman in a case related to derivative loss of $24 million,
Business Standard reported on Feb. 18.

LBSF's withdrawal of the winding-up petition clears the way for
Wockhardt to sell its nutrition business to Danone, the report
noted.

According to the report, LBSF filed the winding-up petition
against Wockhardt at the Bombay High Court in March 2011.  The
winding-up petition arose when Wockhardt EU defaulted in loan
payments to LBSF and LBSF ran after the parent company, which
acted as a guarantor to the loans.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Names New Directors for Two Subsidiaries
---------------------------------------------------------
Lehman Brothers Holdings Inc. named new directors for its two
subsidiaries.  The directors were selected pursuant to LBHI's
Chapter 11 plan confirmed by the U.S. Bankruptcy Court in
Manhattan late last year.

The company named David Pauker, Ronald Tanemura and Matthew
Cantor as new directors for Lehman Brothers Special Financing
Inc.  Meanwhile, the board of directors of Lehman Brothers
Commercial Paper Inc. will be presided over by Frederick Arnold,
Thomas Knott and Michael Schmertzler.

Mr. Pauker was a former chief restructuring officer of Refco Inc.
while Mr. Tanemura was the former managing director and head of
Goldman Sachs Group Inc.'s Credit Derivatives Group.  Both are
members of the Lehman parent's board of directors.

Meanwhile, Mr. Cantor, the founding principal of distressed
credit investment firm Normandy Hill Capital L.P., was a former
partner in restructuring practices of Kirkland & Ellis and Weil,
Gotshal & Manges LLP.

LCPI's new directors Messrs. Arnold and Knott are also members of
the Lehman parent's board of directors.  Mr. Arnold has served as
vice-president and chief financial officer of Capmark Financial
Group, Inc. while the other director is the founder of hedge fund
Akasha Capital Management.

The third LCPI director, Mr. Schmertzler, is the chief executive
officer and president of Kolltan Pharmaceuticals Inc.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Dominated Claims Trading in 2011
-------------------------------------------------
The lion's share of the $36 billion in bankruptcy claims that
traded hands in 2011 was debt held by Lehman Brothers Holdings
Inc.'s creditors, according to a report by The Wall Street
Journal.

Lehman creditors traded $32.4 billion claims in 6,155
transactions last year, The Journal said, citing a report
released by claims-market operator SecondMarket Inc.

In December, more than 400 claims totaling more than $4 billion
changed hands in the company's bankruptcy cases, court filings
show.

Lehman's bankruptcy is also responsible for the biggest number
and dollar amount of claims traded in SecondMarket's history,
according to Andrew Gottesman, head of the firm's bankruptcy-
claims market.

Mr. Gottesman said that while Lehman won court approval of its
$65 billion payout plan in December and continues working to wrap
up its case, buyers of bankruptcy claims will continue to be
attracted to the chance to get in on the payout.

Mr. Gottesman further said the company "will still drive trading
in 2012."  "It may slow down some but it will still be a major
driver," The Journal quoted him as saying.

Bankruptcy law allows creditors to sell the claims they hold
against a company.  The claims are scooped up by investors for
less than face value, with buyers betting that a company's
payment plan will allow them to recover more than what they paid
for.  While the trades -- including the buyer, seller and claim
amount -- are disclosed to the bankruptcy court, the purchase
price does not have to be disclosed.

After Lehman, other active cases for claims traders last year
were Perkins & Marie Callender's Inc. with 455 trades; Great
Atlantic & Pacific Tea Co., 402 trades; Tribune Co., 291 trades;
and Nortel Networks with 286 trades, the Journal reported.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Law Firm Escapes Ex-Workers Malpractice Claims
---------------------------------------------------------------
Acting Supreme Court Justice Eileen A. Rakower of the Supreme
Court New York County dismissed a malpractice suit filed by a
former Lehman employee against the law firm he hired to represent
him in a wrongful termination case against the bankrupt financial
institution.

Angelo Meimeteas, represented by Carter Ledyard & Milburn, sued
Lehman in 2005 alleging he was fired for refusing to engage in
unethical behavior, Brendan Pierson of the New York Law Journal
reported on January 26.

In his complaint, he alleges that the law firm told him he could
easily win his case against Lehman if he agrees to testify in a
different case involving the company.  He said he agreed to this,
but the law firm never communicated with him regularly until
Lehman filed for bankruptcy in 2008.  Mr. Meimeteas filed a claim
against Lehman's bankrupt estate but that claim was denied.  He
then filed the malpractice case against the law firm.

In her Jan. 19 decision, Justice Rakower said the complaint
failed to explain the unethical practices claims against Lehman
that he said should have led to a settlement.

"Proof of unethical practices is vaguely referred to in his
allegations that he testified truthfully at a deposition
regarding these practices and disclosed them.  Nevertheless, the
precise information plaintiff possessed for purposes of his
whistleblower claim is never delineated," Justice Rakower held.


LEHMAN BROTHERS: Retirees Seek Class Certification in Suit vs E&Y
-----------------------------------------------------------------
The Alameda County Employees' Retirement Association asked the
U.S. District Court for the Southern District of New York to
certify a class-action lawsuit against Lehman Brothers Holdings
Inc.'s former auditor Ernst & Young LLP over investment losses,
Linda Sandler of Bloomberg News reported.

According to the report, the retirement system is seeking to lead
the group suit on behalf of investors who lost money on bankrupt
Lehman's common stock and options.  The group alleges that E&Y
helped to mislead investors by making false and misleading
statements in regulatory reports about Lehman's finances before
its 2008 bankruptcy.

The suit was originally filed against Lehman and its former
executives, adding E&Y as a defendant in 2010.

Since 2010, the group has settled with many of the Lehman
executive defendants while continuing to litigate against E&Y and
a UBS AG unit that sold Lehman structured products.

E&Y, the report noted, is also named defendant in a suit filed by
the New York attorney general relating to Lehman's collapse.

Charlie Perkins, an Ernst & Young spokesman, declined to comment
on the filing but maintained that the firm's work for Lehman has
met all applicable professional standards and applied rules that
existed at the time, Bloomberg pointed out.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEVEL 3: Board Approves Amendment to By-Laws
--------------------------------------------
The Board of Directors of Level 3 Communications, Inc., approved
an amendment to the Company's Amended and Restated By-Laws to (1)
change the name of the government security committee of the Board
of Directors to classified business and security committee and (2)
change the Company's registered office in the State of Delaware
and registered agent in the State of Delaware to: 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801 and the
Corporation Trust Company, respectfully.  The role of the
Classified Business and Security Committee did not change.  The
Amended and Restated By-Laws are available for free at:

                        http://is.gd/ZqD240

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011 and a net
loss of $622 million in 2010.

Level 3's balance sheet at Dec. 31, 2011, showed $13.20 billion in
total assets, $12.01 billion in total liabilities and $1.19
billion in stockholders' equity.

                           *    *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVI STRAUSS: Anne Rohosy Named EVP, Pres. Commercial Operations
----------------------------------------------------------------
Levi Strauss & Co. made certain organizational changes affecting
certain of its named executive officers.  Anne Rohosy, the
Company's Executive Vice President and President, Global Dockers,
will take on the newly-created role of Executive Vice President
and President, Commercial Operations Americas and Europe,
effective immediately.  Ms. Rohosy will continue to lead the
Dockers brand in addition to her new responsibilities until a
successor to that role is determined.

Ms. Rohosy, 53, became the Company's Executive Vice President and
President, Global Dockers in May, 2011.  She joined the Company in
October 2009 as Senior Vice President, Levi's North America
Commercial Operations, and then served as Senior Vice President,
Levi's Wholesale, Americas, before being named President of the
Global Dockers brand.  Ms. Rohosy's professional experience in the
apparel industry spans more than 20 years with such global brands
as Swatch, Liz Claiborne and 15 years with Nike, where she led the
Company's commercial strategy development and apparel sales in the
United States and Europe.

In connection with her new role, Ms. Rohosy will receive an annual
base salary of $675,000.  Ms. Rohosy is eligible to participate in
the Company's Annual Incentive Program at a target participation
rate of 80% of her base salary.  She will also continue to be
eligible for other benefits that she received as Executive Vice
President and President, Global Dockers, including participation
in the Company's 2006 Equity Incentive Plan, receipt of standard
healthcare, life insurance and long-term savings program benefits,
and a cash allowance of $15,000 per year under the Company's
executive perquisite program.

Ms. Rohosy's employment is at-will and may be terminated by the
Company or by Ms. Rohosy at any time.

There is no understanding or arrangement between Ms. Rohosy and
any other person or persons with respect to her employment as the
Executive Vice President and President, Commercial Operations
Americas and Europe and there are no family relationships between
Ms. Rohosy and any director or other executive officer or person
nominated or chosen by the Company to become a director or
executive officer.  There have been no transactions, nor are there
any currently proposed transactions, to which the Company was or
is to be a participant in which Ms. Rohosy or any member of her
immediate family had, or will have, a direct or indirect material
interest.

The Company also has adjusted the role of Aaron Boey, its
Executive Vice President and President, Global Denizen brand, to
formalize his leadership of commercial operations for the
Company's Asia Pacific division.  As a result his title, effective
immediately, is Executive Vice President and President, Commercial
Operations Asia Pacific and President, Global Denizen brand.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet as of Nov. 27, 2011, showed
$3.27 billion in total assets, $3.42 billion in total liabilities,
$7 million in temporary equity, and a $156.83 million total
stockholders' deficit.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LIBERATOR INC: Names M. Kane as EVP, J. Blanchard as SVP
--------------------------------------------------------
Liberator, Inc., has enhanced its management team with the
appointment of Michael Kane to the position of Executive Vice
President, as well as the appointment of James Blanchard to Senior
Vice President - Business Development.

"We are pleased to strengthen Liberator with the appoint of
Michael Kane and James Blanchard to our senior management team,"
said Louis Friedman, President and CEO of Liberator, Inc.
"Michael and Jim bring a considerable wealth of knowledge and
strong backgrounds in marketing, sales and business development,
and we are confident they will make valuable contributions to the
company in these expanded roles."

With decades of experience in sales and marketing, Mr. Kane is
currently Chief Marketing Officer for Liberator, and will be
expanding his role as Executive Vice President with a
concentration of international brand expansion.  Prior to joining
Liberator in 2009, Mr. Kane was President and Founder of The
Sellutions Group, LLC, a sales consulting firm specializing in
early stage technology companies.  Before this, Mr. Kane developed
sales and marketing strategy as VP of Sales at Pricing Dynamics,
as well as Ormandy, Inc., a marketer of enterprise level software
solutions to the communications industry.

Also advancing to an expanded role at Liberator, Mr. Blanchard was
formerly Vice President - Sales and Channel Development and first
joined the Company in December 2010.  Prior to that, he was
President and Managing Partner of Inspedia, Inc., an Atlanta-based
company that specialized in international logistics.  From 1998 to
2001, Mr. Blanchard was President of Avana Communications, a
technology company focused on Internet communications.

"Today we are witnessing a rapid shift to mainstream demand for
sexual products and Liberator is precisely positioned to take
advantage of this shift with its highly marketable lovestyle image
and unique positioning furniture.  I am delighted to expand my
role on the Liberator team as we strive to build a true market
leader in the sexual wellness industry," said Mr. Kane.

Mr. Blanchard added, "I believe the strong reputation of the
Liberator brand, driven in large part by our new strategic
awareness initiatives and various ad campaigns that we are
planning, will lead Liberator to higher sales and ultimately
profitability in 2012 and beyond.  I look forward to working with
Michael and the rest of the Liberator team as we achieve these
goals."

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its Web sites and instructional DVD's that the Company sells.

The Company had a net loss of $801,252 for the year ended June 30,
2011, following a net loss of $1.03 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.21 million
in total assets, $5.13 million in total liabilities and a $920,159
total stockholders' deficit.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LODGENET INTERACTIVE: Incurs $631,000 Net Loss in 2011
------------------------------------------------------
LodgeNet Interactive Corporation reported a net loss of $631,000
on $421.26 million of total revenues in 2011, a net loss of $11.68
million on $452.17 million of total revenue in 2010, and a net
loss of $10.15 million on $484.49 million of total revenues in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $408.67
million in total assets, $459.61 million in total liabilities and
a $50.94 million total stockholders' deficiency.

"2011 was an important transformational year for us," said
LodgeNet Chairman and CEO Scott C. Petersen.  "First, we launched
several strategic growth initiatives, including our 'Four Screen'
strategy, our Mobile App and our Envision interactive platform,
which we believe will power our growth in 2012 and beyond.
Second, Hospitality revenue per room increased year over year -- a
first since 2007 -- which signals the growing success of the
revenue diversification strategy we started several years ago.
Lastly, the positive impact of this transformation is being
reflected in our profitability metrics as Operating Income was up
22% and the Net to Common per share improved 65% over 2010."

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

                        http://is.gd/lnisLl

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                          *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


M WAIKIKI: $9 Million DIP Loan from Davidson Trust Gets Final OK
----------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii, in a final order, authorized M Waikiki LLC to:

   -- enter into an amended and restated loan and security
      agreement with the Davidson Family Trust; and

   -- incur additional secured, second priority postpetition
      financing in an aggregate principal amount up to $9 million.

The Debtor will use the loan to finance orderly operation of its
business and pay the necessary, critical expenses.  The Debtor was
unable to obtain additional financing on more favorable terms from
sources other than the DIP lender under the amended unsecured
credit.

As reported in the Troubled Company Reporter on Feb. 8, 2012, the
$9 million of superpriority DIP financing would have to be paid on
the effective date of any Plan or April 30, 2012.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


M WAIKIKI: HallStrom Group Approved as Non-Testifying Expert
------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii, in a supplemental order, authorized M Waikiki
LLC to employ The Hallstrom Group, Inc.

Hallstrom es expected to consult with the Debtor's counsel as a
non-testifying expert regarding the supplemental services, and as
a testifying expert with respect to any issue within the scope of
the  supplemental services in the event Hallstrom's testimony on
any issue is offered at a later date.

If Halstrom is subsequently designated by the Debtor or its
counsel as an expert upon the matters which he is serving as an
expert witness.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Hallstrom served as an appraiser to consult with the Debtor's
counsel, as a non-testifying expert regarding the value of the
Debtor's property, and as a testifying expert in the event
Hallstrom's testimony is offered at a later date.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: Asserts that No Party May File a Plan Until Feb. 27
--------------------------------------------------------------
M Waikiki LLC, filed with the U.S. Bankruptcy Court for the
District of Hawaii a response to Marriott International's motion
to clarify Jan. 3, 2012, or in the alternative, terminate the
Debtor's exclusive periods to file and solicit acceptances for the
proposed Chapter 11 plan.

The Debtor explains that there is no basis for construing the
Court's deletion of the provision of the proposed order calling
for an extension of the solicitation exclusivity period as having
the effect of terminating that exclusivity period.  Consequently,
as a result of the Debtor's timely filing of a Plan during its
extended exclusive period for doing so, no party may file a Plan
until Feb. 27, 2012.

The Debtor also asserts that the Jan. 3, order did not shorten the
180-day period.  Under such circumstances, the Court would have no
basis for ruling at the Dec. 15 hearing that it was shortening the
180-day period.

The Debtor further relates that contrary to Marriott's assertion,
the Debtor's Plan is an "absolute priority" plan, not a "new
value" plan.  The Debtor's plan provides that existing equity will
be extinguished unless all allowed claims are paid in full, and
provides for payment in full on the effective date or over time of
all allowed claims.

Notably, the Debtor's plan preserves the possibility that the
various equity classes may be entitled to partial recovery on
account of their interests if Marriott's unsecured claims are
disallowed.

The Court must not terminate the Debtor's exclusivity to permit
Marriott to file a competing plan, where, in light of the Debtor's
own full-pay plan, the kind of plan that Marriott has indicated
that it intends to file is plainly unconfirmable.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


MAIN ST. PERSONAL: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
counterparty credit rating on Main St. Personal Finance Inc. "We
subsequently withdrew the rating at the company's request. At the
time of withdrawal, the outlook was stable," S&P said.

"We believe that legislative and regulatory risk, as well as
geographic and revenue concentration, continues to limit the
ratings on U.S.-based consumer lender Main St. Personal Finance.
Offsetting these negative factors are the favorable demand for
payday, auto title lending, and check cashing products as well as
the limited credit risk exposure stemming from the short-term
nature and granularity of its loan portfolio," S&P said.


MAUI LAND: Board of Directors Reduced to Six Members
----------------------------------------------------
The Bylaws of Maui Land & Pineapple Company, Inc., were amended to
reduce the number of members on the Company's Board of Directors
from seven to six.

                 About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

As reported in the TCR on March 17, 2011, Deloitte & Touche LLP,
in Honolulu, Hawaii, expressed substantial doubt about Maui Land &
Pineapple's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring negative cash flows from operations and
deficiency in stockholders' equity.

The Company's balance sheet at Sept. 30, 2011, showed
$66.41 million in total assets, $82.56 million in total
liabilities and a $16.15 million stockholders' deficiency.


MERCHANTS MORTGAGE: Judge Confirms Chapter 11 Plan
--------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Michael R. Romero on Wednesday confirmed Merchants Mortgage
& Trust Corp. LLC's Chapter 11 plan to restructure its business
and continue working with a private equity partner, after no
creditors objected to the plan.  After a confirmation hearing on
Feb. 22, Judge Romero confirmed the plan and affirmed the
company's disclosure statement, which it had submitted after
struggling with its debt following the deterioration of the real
estate sector, Law360 says.

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MF GLOBAL: Sangani Family Sought Claims Bar Date Extension
----------------------------------------------------------
Sangani Family LP asks the Court to extend the January 31, 2012
bar date for all commodities futures customers and securities
customers to file their claims until the date on which the claims
register and underlying documentation is made public as required
by Section 107(a) of the Bankruptcy Code.

The creditor made the request before the January 31 Claims Bar
Date.

Mark Schlachet, Esq., in Cleveland, Ohio -- mschalet@gmail.com --
argues that regardless of the SIPA Trustee's proffered
justification to expedite treatment of the claims process, the
fact is that various distributions to MFGI customers have since
been made, foreshadowing a lengthy process -- of perhaps years --
before final distributions may reasonably be expected.  However,
the SIPA Trustee did not advise the Court that certain
protections of the Bankruptcy Code, namely Section 107 allowing
access to papers filed in the MFGI SIPA Case, would be denied
Commodity Futures Customers, leaving them without the information
that the statute anticipates they will enjoy, he points out.

The SIPA Trustee disclosed on January 12, 2012 that 13,128 claims
had been filed as of January 11, 2012.  It is thus important to
many of the customers in the MFGI case that they have access to
the claims filed by similarly situated creditors of the Debtor,
Mr. Schlachet stresses.  "The number of Commodities Futures
Customers who are misinformed, uninformed, and otherwise
unprepared to file their claims by January 31, 2012 cannot be
estimated.  To enforce a 90-day Bar Date when claimants have been
deprived of the statutory protections of Section 107(a) is
unfair," he insists.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: A. Furgatch Wants Sec. 523 Administration of Cases
-------------------------------------------------------------
Adam Furgatch asks the Court to direct the Debtors and the
Chapter 11 Trustee to administer the Debtors' estates pursuant to
Sections 523(a)(5) and 507 of the Bankruptcy Code.

According to Mr. Furgatch's accompanying declaration, on
December 15, 2011, the SIPA Trustee transferred a cash deposit
from the MF Global Inc. bankruptcy trust account to his RJ
O'Brien accounts.  The Transfer represented approximately 70% of
Mr. Furgatch's segregated account funds.  Mr. Furgatch has
received no further fund transfers.

On behalf of Mr. Furgatch, Maurice Henry Blum, Esq., at Law
Office of Maurice Henry Blum, in Staten Island, New York --
MauriceHBlum@MHBlumLaw.com -- argues notes that MF Global
Holdings Ltd. and MF Global Inc. are persons for the purpose of
the Bankruptcy Code.  As persons they have a parent-child
relationship and are subject to Sections 523(a)(5) and 507, he
asserts.  Specifically, Section 523(a)(5) provides that a parent
may not be discharged from any debt for a "domestic support
obligation," he notes.

The $1.2 billion shortfall that MFGI reported is clearly a debt
that accrued to it as a "child" subsidiary of "parent" MFGH
before its bankruptcy filing, Mr. Blum contends.  If MFGI is
simply considered together with MFGH's pool of unsecured
creditors, then Section 507 clearly establishes a first priority
rank for MFGI under MFGH's domestic support obligations as the
parent of MFGI, he points out.  "MFGI, as the child of MFGH, has
first priority to recover the $1.2 billion in customer segregated
accounts that MFGH borrowed or otherwise made use of for its own
financial benefit," he alleges.  He adds that a timely decision
is appropriate here given that the issue of claimant priority
will impact various futures decisions about the administration of
the Debtors' estates, he insists.

Mr. Furgatch is also represented by:

        James H. Fosbinder, Esq.
        IVEY FOSBINDER FOSBINDER LLLC
        1883 Mill Street
        Wailuku, Hawaii 96793
        Tel: (808) 242-4956
        Fax: (808) 249-0668
        E-mail: jfosbinder@iff-law.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: US Specialty Wants Lift Stay to Pay Defense Costs
------------------------------------------------------------
U.S. Specialty Insurance Company asks the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
to allow it to advance or pay under the insurance policies it
issued to the Debtors to cover the defense costs incurred by the
named insured under the policies.

U.S. Specialty issued two insurance policies to the Debtors
before the Petition Date:

  (1) A Directors, Officers and Corporate Liability Insurance
      Policy for the period from May 31, 2011 to May 31, 2012,
      which affords coverage up to a maximum aggregate limit of
      liability of $25 million, inclusive of defense costs; and

  (2) A Fiduciary Liability Insurance Policy for the period
      May 31, 2011 to May 31, 2012, which provides a $10 million
      maximum aggregate limit of liability, inclusive of defense
      costs, and subject to various sublimits of liability.  The
      Fiduciary Policy generally provides coverage in connection
      with claims against the insureds relating to employee
      benefit plans.

U.S. Specialty relates that since November 2011, it has received
notices seeking coverage under the Policies on behalf of the
directors, officers and certain employees of MF Global in
connection with 18 lawsuits, including a consolidated action
pending before the U.S. District Court for the Southern District
of New York, a securities class action, and other cases filed in
Illinois, Michigan and Montana.  U.S. Specialty adds that it has
also been notified of pending investigations conducted by various
agencies.

Brett D. Goodman, Esq., at Troutman Sanders LLP, in New York --
brett.goodman@troutmansanders.com -- tells the Court that U.S.
Specialty is agreeable to advance reasonable defense costs
incurred by the "insured persons."  U.S. Specialty, however,
reserves its rights to deny or limit coverage for these matters
under the Policies.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: NHIC Indemnity Insurance Not Estate Asset
----------------------------------------------------
Judge Martin Glenn held that a professional indemnity insurance
policy issued by New Hampshire Insurance Company to MF Global
Holdings Ltd. is not an "asset of the estate."

The automatic stay is thus terminated so as to permit New
Hampshire to (a) reimburse from the Policy any defense costs
incurred by MF Global or Joseph Saab in connection with a fraud
lawsuit before the Petition Date; and (b) reimburse from the
Policy any defense costs incurred by Saab in connection with the
Lawsuit on or subsequent to the Petition Date.

Any and all payments by New Hampshire from the Policy of past,
present or future defense costs will reduce the Policy's
aggregate Limit of Liability in a like amount.

The Court clarified that nothing in this order will constitute
(1) a waiver, modification or limitation of New Hampshire's
reservation of all of its rights, remedies and defenses under the
Policy, or (2) a finding that sums are due and owing, or in what
amount, under the Policy.

                        Lift Stay Motion

MF Global Bankruptcy News, Issue No. 9, reported that New
Hampshire sought an order providing that that the automatic stay
is not applicable so that the Insurer may advance costs related to
the Lawsuit and incurred by MF Global and Saab as the insurer
deems appropriate.

In the alternative, New Hampshire asked the Court to vacate the
automatic stay so as to permit the insurer to:

  (a) reimburse any defense costs incurred by MF Global and Saab
      in connection with the Lawsuit before the Petition Date
      which New Hampshire deems reasonable; and

  (b) reimburse any defense costs incurred by Saab in connection
      with the Lawsuit subsequent to the Petition Date which New
      Hampshire deems reasonable.

New Hampshire further seeks an order that any payment of the
defense costs by New Hampshire will reduce the Policy's aggregate
Limit of Liability in a like amount and subject to a complete
reservation of rights under the Policy.

New Hampshire issued a professional indemnity insurance policy to
MF Global Holdings Ltd.  Before the Petition Date, Bank of
Montreal filed a lawsuit against MFGH and its former employee,
Joseph Saab, among others, relating to an alleged fraud carried
out by BMO's former employees.

MFGH and Mr. Saab have exhausted, by way of their defense costs,
the $5 million retention that applies to each single claim under
the Policy.  At MFGH and Mr. Saab's request and subject to their
coverage under the Policy, New Hampshire has agreed to reimburse
those defense costs to MFGH and Mr. Saab as related to the
Lawsuit and to advance those defense costs to Mr. Saab to the
extent that the Lawsuit is not stayed as to him.

New Hampshire is represented by:

        Mark G. Ledwin, Esq.
        WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
        3 Gannett Drive
        White Plains, NY 10604
        Tel: (914) 872-7148
        Fax: (914) 323-7001
        E-mail: mark.ledwin@wilsonelser.com

           -- and --

        James K. Thurston, Esq.
        WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
        55 W. Monroe Street, Suite 3800
        Chicago, IL 60603
        Tel: (312) 821-6125
        Fax: (312) 704-1522
        E-mail: james.thurston@wilsonelser.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Has Stipulation on Reimbursing MFG for Defense Costs
---------------------------------------------------------------
The Chapter 11 Trustee and MFG Assurance Company Limited entered
into a stipulation regarding payment of loss and reimbursement of
covered costs and expenses.

Before the Petition Date, non-debtor MFG Assurance, a 100% owned
subsidiary of MF Global Holdings, Ltd., issued the professional
liability policies that are intended to provide coverage up to
$70,000,000 in the policy period of May 31, 2010 to May 31, 2011
and $120,000,000 in the policy period of May 31, 2011 to May 31,
2012, in each period after the exhaustion of a $25,000 retention
per single claim.

Before the Petition Date, MFG Assurance advanced defense costs to
MFGH on behalf of certain individual insureds with respect to
certain unresolved claims against individual insureds, and after
the Petition Date, certain individual insureds have sought
continued payment of defense costs by MFG Assurance under the
Policies.

The Parties believe that individual insureds under the Policies
may continue to seek payment of defense costs or other types of
loss from MFG Assurance under the Policies in accordance with the
Policies after the Petition Date.

By this stipulation, the Parties agree that the Policies are not
property of MFGH's estate and thus, the automatic stay is not
applicable to the Policies.  MFG Assurance is entitled to make
payments, in accordance with the terms of the Policies, on behalf
of any insured for loss as it deems appropriate.   To the extent
applicable, the automatic stay should be lifted so as to permit
MFG Assurance to make payments, in accordance with the Policies,
on behalf of any insured for loss as it deems appropriate.  Any
payment of loss by MFG Assurance will reduce the aggregate limit
of liability under the applicable Policy in a like amount.

The Parties further reserved all of their rights and defenses at
law, in equity and under the Policies.

               Commodity Customers Object

Sapere Wealth Management, LLC and scores of customers of MF
Global Inc. object to the stipulation.

Sapere, together with Granite Asset Management and Sapere CTA
Fund, L.P., objects that the proposed order if entered will allow
an asset -- liability insurance policies and the captive insurer
100% owned by the debtor that issued them -- that based on the
recent report by the SIPA Trustee, may have been procured using
commodities customers' segregated-account funds, to be depleted
by paying the defense costs of Jon Corzine and others in
defending against investigations of, and claims against, them
concerning the misuse of segregated-account assets.

Moreover, Henning-Carey Proprietary Trading, LLC, Charles Carey,
Joseph Niciforo, Robert Tierney, Brian Fisher, Shane McMahon,
Michael Mette, and Timothy Zaug allege that, "There appears to be
$170,000,000 in insurance coverage potentially available under
the MFG Assurance policies to satisfy the claims which the
Objectors and tens of thousands of other MFGI commodities
customers have against MFGI, MF Holdings and their employees.
Under no circumstances should MFG Assurance be granted unchecked
discretion to pay the significant benefits available under its
Policies to whomever it wishes whenever it wishes, the customers
insist.

Thus, the "Representative Customer Group" composed of Paradigm
Global Fund I Ltd.; Paradigm Equities Ltd.; Paradigm Asia Ltd.;
Augustus International Master Fund, L.P.; William Schur; Futures
Capital Management, LLC and Ali A. Rangchi Bozorki seeks that any
insurance policies be maintained in their entirety to, among
other things, satisfy customer claims or lawsuits arising from
the shortfall at MFGI.

Sangani Family LP joins in Sapere's Objection.

Paradigm, et al., is represented by:

        Andrew J. Entwistle, Esq.
        Joshua K. Porter, Esq.
        Jordan A. Cortez, Esq.
        ENTWISTLE & CAPPUCCI LLP
        280 Park Avenue, 26th Floor West
        New York, NY 10017
        E-mail: aentwistle@entwistle-law.com
                jcortez@entwistle-law.com

Henning-Carey, et al., is represented by:

        Edward T. Joyce, Esq.
        Rowena T. Parma, Esq.
        LAW OFFICES OF EDWARD T. JOYCE AND ASSOCIATES, P.C.
        135 South LaSalle Street
        Suite 2200
        Chicago, Illinois 60603
        Tel: (312) 641-2600

           -- and --

        Peter B. Carey, Esq.
        Katherine T. Hartmann, Esq.
        CAREY & HARTMANN, LLC
        135 South LaSalle Street
        Suite 2200
        Chicago, Illinois 60602
        Tel: (312) 541-0360

           -- and --

        Michael H. Moraino, Esq.
        Claire E. Gorman, Esq.
        Brittany E. Kirk, Esq.
        NISEN & ELLIOTT, LLC
        200 West Adams Street
        Suite 2500
        Chicago, Illinois 60606
        Tel: (312) 346-7800
        E-mail: mmoirano@nisen.com
                cgorman@nisen.com
                bkirk@nisen.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MGM RESORTS: Incurs $19.3 Million Net Loss in Fourth Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss of $19.30 million on
$2.48 billion of revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $139.18 million on $1.62 billion of
revenue for the same period a year ago.

The Company reported net income of $3.23 billion on $8.53 billion
of revenue for the twelve months ended Dec. 31, 2011, compared
with a net loss of $1.43 billion on $6.68 billion of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $27.76
billion in total assets, $17.88 billion in total liabilities and
$9.88 billion in total stockholders' equity.

"2011 was a year in which we achieved many goals: operationally,
strategically, and financially.  Operationally, we enhanced our
customer experience through targeted reinvestment in our
properties and improved relationships through our M life customer
loyalty program.  Strategically, we acquired a majority interest
in MGM China and began expanding our brand presence in key markets
throughout the world, particularly Asia.  Financially, our
revenues and margins have improved year over year increasing our
cash flow and strengthening our financial profile," said Jim
Murren, MGM Resorts International Chairman and CEO.  "Going
forward we expect to build off of these strategies to grow our
company and maximize shareholder value."

A full-text copy of the press release is available at:

                       http://is.gd/voSphZ

                        About MGM Resorts

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

                         Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MGT CAPITAL: NYSE Gets Extension Related to Plan of Compliance
--------------------------------------------------------------
MGT Capital Investments, Inc. received notice from the staff of
the NYSE Amex LLC that the Company was granted an extension until
March 31, 2012 for the Company to comply with Section 1003 (f) (v)
of the Exchange's Company Guide.  The Exchange noted that the
Company could regain compliance by effectuating a reverse-split of
its common stock.  The Company plans to effectuate a reverse split
of its common stock prior to March 31, 2012. As previously
disclosed, on June 8, 2011 the Exchange notified the Company that
it is not in compliance with Section 1003(a)(i) of the Company
Guide since it reported stockholders' equity of less than
$2,000,000 at March 31, 2011 and losses from continuing operations
and net losses in two of its three most recent fiscal years ended
Dec. 31, 2010, Section 1003(a)(ii) of the Company Guide since it
reported stockholders' equity of less than $4,000,000 at March 31,
2011 and losses from continuing operations and/or net losses in
three of its four most recent fiscal years ended Dec. 31, 2010 and
Section 1003(a)(iii) of the Company Guide since it reported
stockholders' equity of less than $6,000,000 at March 31, 2011 and
losses from continuing operations and net losses in its five most
recent fiscal years ended Dec. 31, 2010.  The Company was afforded
the opportunity to submit a plan of compliance to the Exchange and
that plan was accepted by the Exchange on Aug. 23, 2011, with a
targeted date of Dec. 8, 2012 to regain compliance with Sections
1003(a)(i), (ii) and (iii) of the Exchange's Company Guide.

On Jan. 3, 2012, the Company was cited for noncompliance with
Section 704 of the Company Guide in that it failed to hold an
annual meeting of its stockholders during 2011 for the fiscal year
ended Dec. 31, 2010.  The Company's plan of compliance detailing
actions which it had taken, or intended to take, to regain
compliance with the continued listing standards was accepted by
the Exchange via letter dated Jan. 26, 2012, granting the Company
until July 3, 2012 to regain compliance with Section 704 of the
Exchange's Company Guide.

The Company will be subject to periodic review by Exchange staff
during the extension period and prior to compliance with Sections
704, 1003(a)(i), (ii), (iii) and (f)(v) of the Exchange's Company
Guide. Failure to make progress consistent with the Plans or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the NYSE AMEX LLC.

                        About MGT Capital

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MICROBILT CORP: Plan Outline Hearing Scheduled for March 8
----------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on March 8, 2012, to
consider adequacy of the Disclosure Statement explaining MicroBilt
Corporation's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Jan. 23, 2012, all
cash necessary for the Reorganized Debtors to make payments
pursuant to the Plan will be funded by the use of the Debtors'
existing cash on hand as of the Effective Date.  As of Dec. 15,
2011, the Debtors' cash on hand is $6,430,721.  The Debtors
anticipate that the available cash as of the distribution date
will be sufficient to pay allowed general unsecured claims in
full.

The classification and treatment of claims under the plan are:

     A. Class 1 (Non-Tax Priority Claims) will receive cash equal
        to the amount of allowed claim.  The estimated amount of
        Class 1 claims is $10,000 and the estimated recovery is
        100%.

     B. Class 2 (General Unsecured Claims) will receive a pro rata
        share of available cash in the class 2 cash pool.  The
        estimated amount of allowed class 2 claims is $2,658,391
        while the estimated percentage recovery of the claims is
        75-100%.

     C. Class 3 (Equity Interests) will be retained and will
        remain unaffected and unchanged by the Plan.  The
        estimated percentage recovery of Class 3 claims is 100%.

A copy of the Disclosure Statement is available for free at:

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

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MICROBILT CORP: Oscar Marquis OK'd as Special Regulatory Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized MicroBilt Corporation and CL Verify, LLC, to employ
Oscar Marquis & Associates as special regulatory compliance
counsel.

As reported in the Troubled Company Reporter on Nov. 17, 2011,
OM&A has represented the Debtors on a prepetition basis in
connection with various matters and provided compliance advice and
assistance to the Debtors with a focus on the Fair Credit
Reporting Act and consumer information data use.

OM&A is expected to, among other things:

   a) assist the Debtors with respect to a Civil Investigative
Demand filed by the Federal Trade Commission (proceeding as an
exception to the automatic stay);

   b) provide legal, contractual and compliance advice and
representation regarding the disputes with Chex Systems, Inc.,
including, but not limited to, areas pertaining to the FCRA; and

   c) provide ongoing regular corporate assistance to help assure
compliance with legal and regulatory requirements, including, but
not limited to, the FCRA.

The Debtors will compensate OM&A at a monthly rate of $7,500 plus
reimbursement of actual and necessary expenses incurred by OM&A.

OM&A disclosed that it holds a prepetition claim against the
Debtors on account of legal services rendered prior to the
Petition Date in the approximate amount of $62,363.  Additionally,
as of the Petition Date, Mr. Marquis personally held an
outstanding claim against the Debtors in the amount of $218,065.

The Debtors submit that neither OM&A's claim nor Mr. Marquis'
claim serve to disqualify OM&A from representing the Debtors on a
postpetition basis given that OM&A does not represent or hold any
interest adverse to either the Debtors or their estates with
respect to the matters upon which OM&A is to be employed, namely
regulatory compliance, consumer reporting and privacy issues.

                    About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MOHEGAN TRIBAL: Exchange Offers Expiration Extended Until Today
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority has extended its private
exchange offers and consent solicitations to 5:00 p.m., New York
City time, today, and has extended the early tender date with
respect to its outstanding 6 1/8% senior notes due 2013 and 8%
senior subordinated notes due 2012 until 5:00 p.m., New York City
time, today, in each case unless extended by the Authority.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date and expiration
date were previously scheduled for 5:00 p.m., New York City time,
on Feb. 22, 2012.

As of the previous early tender and expiration date, old notes had
been tendered into the exchange offers in amounts sufficient to
satisfy the minimum tender condition with respect to the old
second lien notes and the old 2014 notes and old 2015 notes, in
the aggregate, but not with respect to the old 2012 notes and old
2013 notes, in the aggregate.  As of the previous early tender and
expiration date, approximately 99.9% of the old second lien notes,
approximately 83.6% of the old 2012 and old 2013 notes, in the
aggregate, and approximately 91.8% of the old 2014 and old 2015
notes, in the aggregate, had been tendered into the exchange
offers.

The exchange offers are conditioned upon, among other things, the
valid tender of old notes representing at least (i) 50.1% of the
outstanding principal amount of the old second lien notes, (ii)
90%, in the aggregate, of the outstanding principal amount of the
old 2012 notes and the old 2013 notes, and (iii) 75%, in the
aggregate, of the outstanding principal amount of the old 2014
notes and the old 2015 notes.  The conditions to the exchange
offers are set forth in the offering memorandum and consent
solicitation statement, dated Jan. 24, 2012, and the related
supplement dated Feb. 3, 2012, for the exchange offers and consent
solicitations.  The conditions to the exchange offers are for the
Authority's benefit and may be asserted or waived by the Authority
at any time and from time to time, in the Authority's sole
discretion.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

Holders of old notes accepted in the exchange offers will also
receive a cash payment equal to the accrued and unpaid interest in
respect of those old notes from the most recent interest payment
date to, but not including, the settlement date of the exchange
offers.

Wachtell, Lipton, Rosen & Katz served as legal advisor to the
Authority.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MORGAN'S FOODS: James Pappas Elected to Board of Directors
----------------------------------------------------------
Morgan's Foods, Inc., entered into an indemnification agreement
with James Pappas in connection with his election as a director.
Mr. Pappas, age 30, was elected as director to fill the vacancy
created by the resignation of Bahman Guyuron.  Mr. Pappas will
serve until the 2012 Annual Meeting of Shareholders and at that
time it is expected that he will be a nominee for election to the
Board of Directors by the Company's shareholders at the 2012
Annual Meeting of Shareholders.  Mr. Pappas is the managing member
of JCP Investment Management, LLC, and has a strong background in
investment banking, having held positions with Goldman Sachs and
Bank of America Securities.  His education includes both a Masters
in Finance and a Bachelor of Business Administration degree from
Texas A&M University.  Mr. Pappas is also expected to be named as
a member of the Compensation Committee of the Board of Directors.

Mr. Pappas is a large shareholder of the Company, owning, directly
or indirectly, through companies he controls approximately 12.6%
of the Company's outstanding common shares.  The Company, acting
mainly through Kenneth Hignett, a director and Chief Financial
Officer of the Company, and Mr. Pappas have previously discussed
his interest in serving as a director of the Company, should an
opening become available.  The Company believes that Mr. Pappas'
experience in mergers and acquisitions and various aspects of
financing will be a significant asset in the Board of Director's
oversight of the Company.

On Feb. 16, 2012, Dr. Bahman Guyuron resigned as a director of the
Company.  Dr. Guyuron had served as a director of the Company
since 2003 and his distinguished service in that capacity is
greatly appreciated by the Company.  The increased time commitment
required by his positions with University Hospitals, Case Western
Reserve University and a private business which is run by him
necessitated his reassessment of the time required to serve as a
director of the Company.

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 for the fiscal year
ended Feb. 27, 2011, compared with net income of $396,000 for the
fiscal year ended Feb. 28, 2010.  The Company reported a net loss
of $567,000 for the 36 weeks ended Nov. 6, 2011.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


MORGAN'S FOODS: James Pappas Discloses 12.6% Equity Stake
---------------------------------------------------------
James C. Pappas and his affiliates filed with the U.S. Securities
and Exchange Commission an amended Schedule 13D disclosing that,
as of Feb. 20, 2012, they beneficially own 368,825 shares of
common stock of Morgan's Foods, Inc., which represents 12.6% of
the shares outstanding.  As previously reported by the TCR on
Jan. 13, 2012, Mr. Pappas disclosed beneficial ownership of
275,000 common shares.  A full-text copy of the amended filing is
available for free at http://is.gd/06JOAK

On Feb. 20, 2012, the Board of Directors of the Company appointed
James C. Pappas to serve as a director, effective immediately.

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 for the fiscal year
ended Feb. 27, 2011, compared with net income of $396,000 for the
fiscal year ended Feb. 28, 2010.  The Company reported a net loss
of $567,000 for the 36 weeks ended Nov. 6, 2011.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


NAVISTAR INTERNATIONAL: Jeffrey Altman Holds 5.8% Equity Stake
--------------------------------------------------------------
Jeffrey A. Altman and his affiliates filed with the U.S.
Securities and Exchange Commission an amended Schedule 13D
disclosing that, as of Feb. 21, 2012, they beneficially own
3,990,443 shares of common stock of Navistar International
Corporation, which represents 5.8% of the shares outstanding.  As
previously reported by the TCR on Feb. 14, 2012, Mr. Altman
disclosed beneficial ownership of 4,864,434 common shares.  A
full-text copy of the amended filing is available for free at:

                       http://is.gd/y3JXqo

                  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.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NET ELEMENT: Mike Zoi Discloses 90.7% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Mike Zoi and his affiliates disclosed that,
as of May 16, 2011, they beneficially own 902,417,232 shares of
common stock of Net Element, Inc., representing 90.7% of the
shares outstanding.  The percentage was calculated based on
747,674,446 shares of common stock outstanding as of Feb. 21,
2012, plus 247,272,729 shares of common stock issuable upon
exercise of warrants and upon conversion of convertible promissory
notes beneficially owned by Mr. Zoi.

As previously reported by the TCR on March 16, 2011, Mr. Zoi
disclosed beneficial ownership of 875,269,503 common shares.

A full-text copy of the amended filing is available at:

                        http://is.gd/wZ5mND

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $3.1 million for the nine-month
period ended Dec. 31, 2010.  The Company had a net loss of $6.6
million for the twelve months ended March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.


NEW LEAF: Enters Into Consulting Agreement with Fuselier
--------------------------------------------------------
New Leaf Brands, Inc., on Feb. 14, 2012, entered into a Consulting
Agreement with Fuselier and Co., Inc., to advise the Company on a
corporate turnaround strategy.  The compensation arrangement gives
Fuselier the right to earn up to 34,000,000 shares of New Leaf
Brands, Inc., common stock in 2012 and 12,000,000 shares
thereafter annually.

On Feb. 14, 2012, the Company entered into a five year Employment
Agreement with David Fuselier.  Mr. Fuselier will assume the role
of Chairman, Chief Executive Officer and President immediately.

The Company entered into a Mutual Termination and Release
agreement between New Leaf Brands, Inc. and Eric Skae.

On Feb. 14, 2012, Eric Skae, the Company's current Chairman, Chief
Executive Officer and President, resigned as the Company's
Chairman, CEO, CFO and COO.  Mr. Skae also resigned as a member of
the Company's Board of Directors.  Mr. Skae will remain with the
Company in a non-executive consulting capacity to assist will all
matters necessary.  The Company entered into a two year Consulting
Agreement with Eric Skae.  Effective Feb. 16, 2012, Mr. Skae will
receive a monthly consulting fee of $14,000 plus reimbursement of
$4,000 in authorized expenses.

On Feb. 14, 2012, O. Lee Tawes resigned as a member of the
Company's Board of Directors.  Mr. Tawes was not a member of any
committee of the Board at the time of his resignation.

On Feb. 14, 2012, the Company's Board appointed David Fuselier, as
Chairman, CEO and President.  Effective Feb. 16, 2012, Mr.
Fuselier will receive an annual salary of $150,000.  The Company's
Board will research and establish the Company's executive option
pool, pursuant to its desire to establish a Stock Option Plan.
The Employee will be provided options to purchase shares of Common
Stock, par value $0.001 per share, of the Company at an exercise
price equal to the Current Market Price on the date of grant.  The
Options will vest as to 20% on the date of grant and as to an
additional 20% on each anniversary date of the date of grant.  The
Options will expire as to each vested portion if not exercised
within five years after the date of vesting.

For the last ten years, Mr. Fuselier (52) has been the principal
of Fuselier and Co., a private merchant banking firm in engaged
corporate turnarounds.  He is a graduate of Louisiana State
University (MSJ) and Louisiana College (BA).

                       About New Leaf Brands

Old Tappan, New Jersey-based New Leaf Brands, Inc., develops,
markets and distributes healthy and functional ready-to-drink
("RTD") beverages.  The Company distributes its products through
independent distributors both internationally and domestically.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $4.82 million on $1.47 million of net sales, compared
with a net loss of $7.18 million on $3.67 million of net sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.03
million in total assets, $5.83 million in total liabilities and a
$2.80 million total stockholders' deficit.

As reported by the TCR on June 2, 2011, Eisner Amper LLP, in New
York, N.Y., expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2011.


NO FEAR RETAIL: Hearing on Plan Disclosures Set for March 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on March 22, 2012, at 2:00 p.m. to consider
adequacy of the Disclosure Statement explaining No Fear Retail
Stores, Inc., et al.,'s Chapter 11 Plan.  Objections, if any, are
due March 9.  If notice was served electronically or by mail, the
objector has three additional days or March 12 to take actions.

According to the Disclosure Statement, the Plan is a liquidating
Plan.  Pursuant to prior orders of the Court, the Debtors have
sold substantially all of their assets and have paid substantial
claims of secured creditors and administrative expenses from the
proceeds of the sales.  The Plan provides for the allocation and
distribution of the remaining proceeds from the Debtor's sales
transactions and the creation of a liquidating trustee that will
administer and liquidate all remaining property of the Debtors,
including causes of action, not sold, transferred or otherwise
waived or released before the Effective Date of the Plan.

The Plan further provides for the substantive consolidation of the
Debtors subject to, and in accordance with, a settlement
arrangement between the estates.  The Plan also provides that for
every 3% recovery that is received by the holder of an allowed
general unsecured claim against Simo Holdings Inc., the holder of
an allowed general unsecured claim against each of No Fear Retail
Stores, Inc. and No Fear MX, Inc. will receive a 1% recovery.

Under the Plan, all equity interest in the Debtors are terminated
and extinguished, the Debtors are to be dissolved and their wound-
up, and all assets are transferred to the liquidating trust.  The
Plan also provides for distributions to holders of allowed claims.

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

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.

Gibson Dunn & Crutcher LLP is the counsel for the Debtors'
creditors panel.  Lapidus & Lapidus acts as special litigation
Counsel for the Debtors.


NORTHCORE TECHNOLOGIES: Renews Contract of Key Enterprise Client
----------------------------------------------------------------
Northcore Technologies Inc. announced the contract renewal of a
key strategic client.

The client is one of the ten largest companies in North America
and has been a long term customer and key strategic partner.

Northcore develops solutions to support the evolving needs of
industry and provides a comprehensive platform for the management
of capital equipment assets throughout the entire lifecycle.  This
includes tools that optimize asset sourcing, tracking and
ultimately disposition.  These products are proven, effective and
in use by some of the world's most successful corporations.

"This most recent customer renewal continues an important trend,"
said Amit Monga, CEO of Northcore Technologies.  "Our existing
clients are finding compelling evidence as to the ongoing benefits
of our Asset Management platform and continue to extend their
partnerships with Northcore."

Companies or public entities interested in effective software
solutions should contact Northcore at 416-640-0400 or 1-888-287-
7467, extension 395 or via email at Sales@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a net loss and comprehensive loss of
C$3.27 million for the nine months ended Sept. 30, 2011, compared
with a net loss and comprehensive loss of C$2.35 million for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


OMNICOMM SYSTEMS: Cornelis Wit Discloses 45.7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Cornelis Wit disclosed that, as of Dec. 31,
2011, he beneficially owns 69,306,342 shares of common stock of
Omnicomm Systems, Inc., which represents 45.72% of the shares
outstanding.  That amount of shares includes (i) 4,188,825 shares
of common stock, (ii) 1,925,000 shares issuable upon exercise of
currently exercisable common stock purchase options, (iii)
40,792,517 shares issuable upon exercise of currently exercisable
common stock purchase warrants, and (iv) 22,400,000 shares
issuable upon conversion of Convertible Debentures.

A full-text copy of the amended filing is available at:

                        http://is.gd/H6TMZq

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about OmniComm Systems' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a net loss
attributable to common shareholders of $3,335,869, a negative cash
flow from operations of $1,953,919, a working capital deficiency
of $9,400,947 and a stockholders' deficiency of $17,814,029.

The Company reported a net loss of $4.38 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.39
million revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.24 million in total assets, $24.31 million in total
liabilities, and a $22.06 million total shareholders' deficit.


OMNICOMM SYSTEMS: Guus Kesteren Retains 5.7% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Guus van Kesteren disclosed that, as of
Dec. 31, 2011, he beneficially owns 5,098,103 shares of common
stock of Omnicomm Systems, Inc., representing 5.7% of the shares
outstanding.  As previously reported by the TCR on Feb. 14, 2012,
Mr. Kesteren disclosed beneficial ownership of 4,738,103 common
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/jT4Tk5

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about OmniComm Systems' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a net loss
attributable to common shareholders of $3,335,869, a negative cash
flow from operations of $1,953,919, a working capital deficiency
of $9,400,947 and a stockholders' deficiency of $17,814,029.

The Company reported a net loss of $4.38 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.39
million revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.24
million in total assets, $24.31 million in total liabilities and a
$22.06 million total shareholders' deficit.


OMNICOMM SYSTEMS: Fernando Montero Discloses 8.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Fernando Montero disclosed that, as of
Dec. 31, 2011, he beneficially owns 7,223,411 shares of common
stock of OmniComm Systems, Inc., representing 8.21% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/2gYBcP

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about OmniComm Systems' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a net loss
attributable to common shareholders of $3,335,869, a negative cash
flow from operations of $1,953,919, a working capital deficiency
of $9,400,947 and a stockholders' deficiency of $17,814,029.

The Company reported a net loss of $4.38 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.39
million revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.24
million in total assets, $24.31 million in total liabilities and a
$22.06 million total shareholders' deficit.


PATIENT SAFETY: Lynne Silverstein Appointed as Class A Director
---------------------------------------------------------------
One of the members of Patient Safety Technologies, Inc.'s board of
directors, Herbert Langsam, passed away on Feb. 7, 2012.  Mr.
Langsam was one of the two directors appointed by the holders of
the Company's Series A Preferred Stock.

On Feb. 16, 2012, Dr. Louis Glazer, one of the other directors
appointed by the holders of the Company's Series A Preferred
Stock, filled the vacancy created by the death of Mr. Herbert
Langsam by appointing Dr. Glazer's daughter, Ms. Lynne
Silverstein, as the second Series A director.  No Board vote was
taken on this appointment because under Article IV, Section
D(6)(b)(iii) of the Company's Amended and Restated Certificate of
Incorporation, any vacancy occurring in the office of a director
elected by the holders of the Series A Preferred Stock may be
filled by the remaining director elected by those holders unless
and until that vacancy will be filled by those holders.

                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company reported a net loss of $1.02 million for the nine
months ended Sept. 30, 2011, compared with net income of $1.32
million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$13.25 million in total assets, $2.93 million in total
liabilities, all current, and $10.32 million in total
stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PHI GROUP: Incurs $61,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form 10-Q disclosing a net loss of $61,486 on
$215,000 of consulting and advisory fee income for the three
months ended Dec. 31, 2011, compared with a net loss of $303,019
on $6,000 of consulting and advisory fee income for the same
period a year ago.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company reported a net loss of $190,064 on $390,000 of
consulting and advisory fee income for the six months ended
Dec. 31, 2011, compared with a net loss of $373,766 on $353,317 of
consulting and advisory fee income for the same period during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.

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

                        http://is.gd/GQrwyt

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

Dave Banerjee CPA, in Woodland Hills, Calif., expressed
substantial doubt about PHI Group's ability to continue as a going
concern.  The independent auditors noted that the Company has
accumulated deficit of $28,177,788 and net loss amounting
$1,178,297 for the year ended June 30, 2011.


PHOENIX COMPANIES: Fitch Affirms Issuer Default Rating at 'B'
-------------------------------------------------------------
Fitch Ratings has affirmed Phoenix Companies, Inc.'s (PNX) 'B'
holding company Issuer Default Rating (IDR) and revised the Rating
Outlook to Positive from Stable. At the same time, Fitch has
affirmed the 'BB+' Insurer Financial Strength (IFS) ratings of the
group's primary insurance subsidiaries with a Stable Outlook.

These rating actions reflect continued improvements in PNX's
profitability and interest coverage as well as improved investment
results, statutory capitalization and stable financial leverage.

PNX's debt servicing capabilities improved substantially in 2011
GAAP interest coverage was 2.5 times (x) for the full year 2011
based on $48 million of pre-tax operating earnings and $32 million
of interest expense, which includes the surplus notes.  Coverage
was about 0.6x in 2010 on the same basis.  Statutory interest
coverage is 3.8x in 2012 based on maximum dividend capacity of $72
million in 2012 and holding company interest expense projected at
$19 million.

PNX's operating return on equity (ROE) was 3.7% in 2011, the first
positive ROE since 2007.  Consolidated pre-tax GAAP operating
earnings were $48 million compared with a $14 million loss in
2010.   mortality experience added about $30 million to the 2011
results, although that same level of improvement is not expected
in 2012.  Interest margins are under pressure as with the industry
as a whole.  The company is managing this risk through reduced
crediting rates and product design and pricing.  This is
particularly important as the company experienced significant
growth of its core indexed annuity product in 2011.

PNX's financial leverage ratio (FLR) remains well within
expectations for the rating level at 25% as of Dec. 31, 2011.  The
group's total financing and commitments ratio remains low at about
0.3x.

PNX's surplus notes in relation to total adjusted capital (TAC)
was 18% at year-end, above Fitch's maximum guideline of 15%.  For
this reason, the surplus notes are rated one notch below standard
notching.

Statutory capitalization improved significantly in 2011 due not
only to a reinsurance transaction but also to improved statutory
operating earnings and net income.  The reinsurance of one-third
of the closed block was completed in December 2011 and resulted in
a 53-point increase in the risk-based capital (RBC) ratio, which
is expected to be over 360% for the full year.  Excluding the
transaction, the RBC ratio is expected to remain above 300% at
year-end 2011 compared to 282% at the previous year-end.  The 2011
RBC ratio is net of a $65 million dividend to the parent and $35
million of charges designed to address legacy issues and reduce
capital requirements going forward.

Investment results continue to improve.  Credit-related
impairments declined by almost half in 2011 compared to 2010, and
the portfolio was in a net unrealized gain position.

Fitch believes that PNX remains vulnerable to earnings pressure,
particularly given alternative investment income volatility and
interest margin pressure in its spread-based business.  The
ratings also consider competitive challenges facing PNX as a mid-
size life insurer competing against companies with much larger
scale and capital resources.

The holding company IDR could be upgraded one notch based on the
following triggers:

  -- GAAP interest coverage of 3x or greater;
  -- Financial leverage maintained at or below 25%;
  -- Statutory coverage of holding company interest expense
     maintained at or above 3x;

The surplus note rating could be upgraded one notch to standard
notching if the ratio of surplus notes to TAC declines to 15% or
lower;

Other upgrade triggers include:

  -- GAAP ROE at or above 5%;
  -- Sustained statutory capital generation resulting in an RBC
     position at or above current levels.

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

  -- An RBC position below 200%;
  -- Investment losses higher than anticipated, particularly
     within the structured portfolio;
  -- Financial leverage above 30%.

PNX is a life and annuity insurance holding company and ultimate
parent of Phoenix Life Insurance Company and PHL Variable
Insurance Company.  It is headquartered in Hartford, Connecticut.
PNX had $21.3 billion in GAAP assets and $1.1 billion in equity as
of Dec. 31, 2011, and reported $8 million in consolidated net
income for 2011.

Fitch affirms the following rating with a Positive Outlook:

Phoenix Companies, Inc

  -- IDR at 'B'.

Fitch affirms the following ratings with a Stable Outlook:

Phoenix Life Insurance Company

  -- IFS at 'BB+';
  -- IDR at 'BB';
  -- $174 million Surplus note 7.15% due Dec. 2034 at 'B+'.

PHL Variable Life Insurance Company

  -- IFS at 'BB+'.


PONCE TRUST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ponce Trust, LLC
        c/o Luis Lamar
        8950 SW 74 Court, #2213
        Miami, FL 33156

Bankruptcy Case No.: 12-14247

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel L Tabas, Esq.
                  TABAS, FREEDMAN, SOLOFF, MILLER & BROWN, P.A.
                  14 NE 1 Avenue PH
                  Miami, FL 33132
                  Tel: (305) 375-8171
                  E-mail: jtabas@tabasfreedman.com

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

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

The petition was signed by Luis Lamar, vice president and manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
1300 Ponce Holdings, LLC           Lots                $37,346,026
c/o MUNB Loan Holdings, LLC
1221 Brickell Avenue, Suite 1140
Miami, FL 33131

Dayco HC, LLC                      Mezz Lender          $3,586,829
8950 SW 74 Court, #2213
Miami, FL 33156

Infracommerce International        Mezz Lender          $3,586,829
Ltd., BVI
c/o Arazoza & Fernandez-Fraga
2100 Salzedo Street, #300
Miami, FL 33134

Dayco Properties, Ltd.             --                     $365,949
8950 SW 74 Court, #2213
Miami, FL 33156

Milton Construction Company        --                     $330,942
3711 SW 27 Street
Miami, FL 33134

1300 Ponce Condominium Assn, Inc.  --                     $284,680
c/o The Continental Group, Inc.
2950 N 28 Terrace
Hollywood, FL 33020

Merrick Trust, LLC                 --                     $161,983

Southern Hill Real Estate          --                      $98,936

Mostrenco, LLC/Lenox 359 LLC       Final Judgment          $45,071

American National Realty Corp.     --                      $43,867

Nationwide Management Srvs         --                      $20,625

Gerson Preston Robinson, PA        --                       $7,500

Biscayne Engineering Company, Inc. --                       $5,184

Chicago Title Ins. Co/Commonwealth Title Ins.               $4,125
                                   Company

Florida Classic Closets            --                       $4,047

Withers Worldwide                  --                       $3,853

InStyle Window D‚cor               Vendor                   $3,815

Forch & Associates                 --                       $3,000

TWR Engineers, Inc.                --                       $2,017

CIT Technology                     --                       $1,215


PROLOGIS INC: Fitch Affirms 'BB' Rating on $582-Mil. Pref. Stock
----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Prologis, Inc.
(NYSE: PLD), its operating partnership, Prologis, L.P., and its
subsidiary Prologis Japan Finance Y.K. (formerly known as AMB
Japan Finance Y.K.) to Positive from Stable.  In addition, Fitch
has affirmed the following credit ratings:

Prologis, Inc.

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- $582 million preferred stock at 'BB'.

Prologis, L.P.

  -- IDR at 'BBB-';
  -- $1.75 billion global senior credit facility at 'BBB-';
  -- $4.7 billion senior unsecured notes at 'BBB-';
  -- $1.4 billion senior unsecured convertible notes at 'BBB-'.

Prologis Japan Finance Y.K.

  -- JPY36.5 billion senior unsecured revolving credit facility at
     'BBB-'.

Fitch has also assigned a 'BBB-' rating to Prologis, L.P.'s
EUR487.5 million senior unsecured term loan with an initial
maturity of Feb. 2, 2014.   proceeds from this term loan were used
for general corporate purposes including the repayment of
ProLogis, L.P.'s EUR157.5 million senior unsecured term loan and
Prologis Japan Finance Y.K.'s JPY12.5 billion senior unsecured
term loan.  Fitch has withdrawn the 'BBB-' ratings on the EUR157.5
million and JPY12.5 billion term loans.

The revision of the Rating Outlook to Positive reflects that the
company's credit profile is migrating toward a 'BBB' IDR.  The
Positive Outlook takes into account improving fundamentals across
the company's broad industrial real estate platform, coupled with
the ongoing implementation of a strategy to de-lever the company
through property dispositions and fund contributions.  Fitch
anticipates that this strategy will result in improving asset
quality via asset sales in non-core markets.

PLD's credit strengths include a global franchise (including the
private capital platform), a granular tenant roster, strong access
to capital, and a large unencumbered asset base.  Credit concerns
include high leverage for the rating as a result of PLD's large
land holdings (though leverage is trending toward a level
consistent with a 'BBB' IDR) and sizeable debt maturities through
2015.  In addition, PLD's liquidity position will depend
materially on its ability to sell and contribute assets to funds.

Operating performance continues to improve due to favorable tenant
demand. Occupancy increased to 92.2% in the fourth quarter of 2011
(4Q'11) from 91% in 3Q'11, and rental rate declines moderated to
negative 4.5% in 4Q'11 compared with negative 8.6% in 3Q'11.
Overall, same-property NOI grew by 40 basis points in 4Q'11
compared with negative 70 basis points in 3Q'11.  Fixed charge
coverage (recurring operating EBITDA including Fitch's estimate of
recurring cash distributions from unconsolidated entities less
recurring capital expenditures and straight-line rent adjustments
divided by cash interest incurred and preferred dividends) was 2.0
times (x) in 4Q'11, up from 1.8x in 3Q'11 due to stabilizing
fundamentals, reduced fixed charges and G&A expense reductions via
merger synergies.  When combining the results of legacy ProLogis
and AMB Property Corporation, fixed charge coverage was 1.6x in
2010 and 1.4x in 2009.

Fitch anticipates that fixed charge coverage may decline somewhat
in the near term due to earnings reductions from expected asset
sales but that coverage will sustain in the low 2x range over the
next 12 to 24 months due to flat-to-low single digit same store
results, incremental earnings from development and private capital
income, and merger synergies.  The low 2x range is appropriate for
a 'BBB' IDR for an industrial REIT of PLD's size.  In a stress
case not anticipated by Fitch resulting in negative same-store
NOI, fixed-charge coverage could sustain below 2x, which would be
appropriate for a 'BBB-' IDR.

One of the company's strategic initiatives since the ProLogis and
AMB Property Corporation merger in June 2011 is aligning the
portfolio with an investment strategy focused on global markets
Consistent with that strategy, during the second half of 2011, PLD
completed approximately $1.65 billion in contributions and
building and land dispositions in predominantly non-global
markets, of which approximately $1.38 billion was PLD's share.  As
a result, the percentage of the portfolio in global markets
increased to 84.2% of total operating portfolio as of Dec. 31,
2011 from 78.6% as of June 30, 2011.  Additionally, the company
continues to selectively develop in high growth potential markets,
which Fitch views favorably.

Bondholders benefit from Prologis' global franchise as it
mitigates exposure to regional demand drivers. As of Dec. 31,
2011, PLD's operating portfolio consisted of 3,200 buildings in 22
countries in the Americas, Europe and Asia.  As of Dec. 31, 2011,
the company had approximately $43.3 billion in total assets under
management including $24.7 billion in the private capital segment.
Prologis continues to streamline this segment via fund
dissolutions and consolidations.

PLD's tenant roster is granular and includes more than 4,500
customers.  As of Dec. 31, 2011, top tenants were DHL at 2.4% of
annual base rents, CEVA Logistics at 1.4%, Kuehne & Nagel at 1.2%,
Home Depot, Inc. (Fitch IDR of 'A-' with a Stable Rating Outlook)
at 1.1% and SNCF Geodis at 1%, and no other tenant exceeds 1% of
total rent  Lease expirations are manageable with 14.1%, 16.3% and
15.4% of Prologis' share of annual base rents expiring in 2012,
2013 and 2014, respectively.

Prologis has strong access to capital and financial flexibility.
The company raised $7.2 billion in capital in 2011, including $2.2
billion in a new global line of credit and Yen revolver
commitments.  Fitch calculates that 4Q'11 annualized unencumbered
NOI divided by a capitalization rate of 7% to unsecured debt was
2.2x at Dec. 31, 2011, which is appropriate for a 'BBB' IDR.  When
including 50% of PLD's book value of unencumbered land and
development, asset coverage increases to 2.3x.  In addition, the
covenants in the company's senior note indentures and credit
agreements do not restrict PLD's financial flexibility.

Leverage remains high for an industrial REIT but is trending
toward a level consistent with a 'BBB' IDR.  Net debt to 4Q'11
annualized recurring operating EBITDA including Fitch's estimate
of recurring cash distributions from unconsolidated entities was
7.8x compared with 8.6x in 3Q'11.  Improvements stem from proceeds
from dispositions and contributions used to repay debt along with
modest EBITDA growth.

As part of the company's goal to strengthen its financial
position, Prologis is focused on reducing leverage.  Fitch
anticipates that leverage will approach 7.0x over the next 12 to
24 months prior to a recapitalization of PEPR principally due to
debt repayment from asset sale and contribution proceeds.
Leverage sustaining between 7x and 8x is appropriate for a 'BBB'
IDR for an industrial REIT of PLD's size and good asset quality.
In a stress case not anticipated by Fitch resulting in negative
same-store NOI, leverage could sustain above 8x, which would be
appropriate for a 'BBB-' IDR.

PLD's liquidity position changes materially when layering in
proceeds from expected asset sales and fund contributions.
Sources of liquidity (unrestricted cash, availability under the
company's credit facilities pro forma for the 487.5 million Euro
senior term loan effective February 2012, and projected retained
cash flows after dividends and distributions) divided by uses of
liquidity (PLD's share of debt maturities and projected recurring
capital expenditures) was 0.6x for Jan. 1, 2012 to Dec. 31, 2013.

Adding $3.5 billion of proceeds from asset sales as a liquidity
source and $1.075 billion of capital requirements from
acquisitions and development starts as a liquidity use, liquidity
coverage would be 1.2x. $3.5 billion represents Prologis' 70%
share of proceeds, net of proceeds to PLD's co-investment
partners, from the midpoint of 2012 disposition and contribution
guidance.  $1.075 billion represents Prologis' 40% share of
capital requirements, net of capital requirements for PLD's co-
investment partners, from the midpoint of 2012 acquisition
guidance plus Prologis' 70% share of capital requirements, net of
capital requirements for PLD's co-investment partners, from the
midpoint of 2012 development start guidance.

While Prologis has a solid capital raising track record, execution
risks are present in the company's deleveraging and debt repayment
strategy.  An economic slowdown or the company's inability to sell
and contribute assets to funds as contemplated could place
pressure on the company's ability to address debt maturities and
its liquidity position.  Debt maturities are heavily weighted
towards the next several years, with 9.7% of debt maturing in
2012, 14.4% maturing in 2013, 17.7% in 2014 and 16% in 2015.

While Prologis operates a global portfolio, Europe represents
approximately 24.7% of 4Q'11 NOI.  Despite macroeconomic
uncertainties in the Euro zone, European industrial property
fundamentals are somewhat stable and PLD's European property
occupancy increased to 91.6% in 4Q'11 from 90% in 3Q'11.

European distribution facility fundamentals appear stable,
although macroeconomic uncertainties in the Euro zone indicate
risks vis-a-vis the future structure of Prologis European
Properties (PEPR), which holds the majority of Prologis'
consolidated assets in Europe.  PEPR is currently a publicly
listed vehicle that is expected to be delisted in the near future
and recapitalized and unconsolidated from PLD's balance sheet
after 2012.  Presently, the future structure for PEPR remains
unclear. Broadly, the Fitch report, 'European Senior Fixed Income
Investor Survey Q112,' dated Feb. 13, 2012, notes that most
European participants in a recent fixed income investor survey
think the eurozone crisis will persist through 2012.  While this
may generally dampen near-term investor appetite, the PEPR
portfolio includes prime assets that are desirable to
institutional investors.  A PEPR recapitalization would enable PLD
to monetize a portion of its investment, with the proceeds likely
used to repay debt or fund development.

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The following factors may result in an upgrade to 'BBB':

  -- Fixed charge coverage sustaining above 2.0x (fixed charge
     coverage ratio was 2.0x in 4Q'11);
  -- Net debt to recurring operating EBITDA sustaining below 8.0x
     (leverage was 7.8x in 4Q'11);
  -- Unencumbered asset coverage sustaining above 2.0x (as of Dec.
     31, 2011, when including 50% of PLD's book value of
     unencumbered land and development, unencumbered asset
     coverage was 2.3x).

The following factors may result in negative momentum on the
Outlook:

  -- An inability to continue executing on the company's strategic
     priorities, which entail substantial dispositions and fund
     contributions to reduce leverage;
  -- Fixed charge coverage sustaining below 2.0x;
  -- Net debt to recurring operating EBITDA sustaining above 8.0x;
  -- Unencumbered asset coverage sustaining below 2.0x.

The following factors may result in negative momentum on the
rating:

  -- Fixed charge coverage ratio sustaining below 1.5x;
  -- Leverage sustaining above 9.0x;
  -- Liquidity coverage after dispositions, fund contributions,
     acquisitions and development starts sustaining below 1.0x.


QUINTILES TRANSNATIONAL: S&P Rates $300MM Sr. Sec. Loan at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
and '6' recovery rating to Durham, N.C.-based biopharmaceutical
services company Quintiles Transnational Holdings Inc.'s proposed
$300 million term loan due 2017. "The 'B' issue-level rating is
two notches below our 'BB-' corporate credit rating, in accordance
with our notching criteria for a recovery rating of '6'. Proceeds
from the loan, along with $50 million of cash, will be used to pay
a $335 million shareholder dividend and fees associated with the
term loan. At the same time, we are affirming operating subsidiary
Quintiles Transnational Corp.'s 'BB-' corporate credit rating and
our 'BB-' issue-level and '4' recovery rating on that entity's
senior secured debt," S&P said.

"The '6' recovery rating reflects the fact that, despite having
the pledge of Quintiles Transnational Corp. stock as security, the
loan is the most junior piece of debt in the company's capital
structure," said Standard & Poor's credit analyst. "The loan is
being issued at the holding company level and is subordinated to
Quintiles Transnational Corp.'s (the operating entity) senior
secured debt. Moreover, the loan does not amortize and, if there
is no restricted payment capacity available, is subject to the
deferral of interest payments through its paid-in-kind (PIK)
toggle feature. However, the more than $200 million restricted
payment basket supports our view that the deferred interest
feature will not likely be invoked."

"The ratings on global biopharmaceutical provider Quintiles
Transnational Corp. reflect an 'aggressive' financial risk profile
characterized by a shareholder-friendly financial policy. This
financial policy will result in lease adjusted leverage increasing
to 5.1x, from 4.5x at Sept. 30, 2011, pro forma for the proposed
term loan that will fund a second debt-funded dividend in less
than one year. We believe that adjusted leverage will decline to
4.5x over the near-term. The ratings also reflect Quintiles'
'satisfactory' business risk profile (according to our cirteria),
supported by the company's industry-leading market position in the
growing contract research industry," S&P said.


RESPONSE GENETICS: Regains NASDAQ Compliance
--------------------------------------------
Response Genetics, Inc. notified that it has regained compliance
with The NASDAQ Capital Market and its minimum market value of
listed securities requirement.  The Company regained compliance
with NASDAQ Marketplace Rule 5550(b)(2) and was notified by NASDAQ
that the delisting matter is now closed.

Response Genetics, Inc. is focused on the development and sale of
molecular diagnostic tests for cancer.  RGI's technologies enable
extraction and analysis of genetic information from genes derived
from tumor samples stored as formalin-fixed and paraffin-embedded
specimens.  In addition to diagnostic testing services, RGI also
generates revenue from the sales of its proprietary analytical
pharmacogenomic testing services of clinical trial specimens to
the pharmaceutical industry.  The Company's headquarters is
located in Los Angeles, California.


ROUNDY'S SUPERMARKETS: S&P Raises Corp. Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Rating Services raised the corporate credit
rating on the Milwaukee-based Roundy's Supermarkets Inc. to 'B+'
from 'B' and removed the ratings from CreditWatch with positive
implications. This action comes after the company successfully
completed its IPO and closed on an $800 million first-lien senior
secured credit facility, consisting of a $675 million term loan
and a $125 million revolving credit facility. The outlook is
stable.

"At the same time, we are assigning a 'BB-' issue-level rating,
which is one notch above the corporate credit rating, and a '2'
recovery rating to the company's senior secured credit facility.
The '2' recovery rating indicates our expectation of substantial
(70% to 90%) recovery of principal in the event of default," S&P
said.

"The rating on Milwaukee based-Roundy's reflects our view of the
company's business risk profile as 'fair' and its financial risk
profile as 'highly leveraged' under our criteria," said Standard &
Poor's credit analyst Charles Pinson-Rose. He added, "We believe
that Roundy's will have modest but steady profit growth that will
lead to credit metric enhancement."

"The outlook is stable and incorporates our expectation that the
company will have modest credit ratio enhancement as a result of
profit growth and debt reduction with free cash flow. Given the
company's stable operating trends, we do not expect a rating
action in the near term. However, we may consider a higher rating
if the company can improve leverage to about 4.6x, though we would
want to be confident that the company's financial policies would
allow leverage to remain below that threshold. Such a scenario
could occur in about two to three years with about 13% EBITDA
growth and a debt reduction of $110 million. Conversely, we could
lower our rating if leverage weakened to 5.7x or lower. Such a
scenario could occur in 2012 with an approximate 10% decline in
EBITDA, which could occur if sales grew only 3% and operating
margins contracted 50 basis points," S&P said.


RSC EQUIPMENT: S&P Keeps 'B-' Corp. Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' issue rating on
RSC Equipment Rental Inc.'s senior unsecured debt on CreditWatch
with positive implications. The corporate credit rating on RSC
remains on CreditWatch with negative implications pending the
completion of its acquisition by United Rentals Inc. (URI) in the
second quarter of 2012.

"The positive CreditWatch listing of RSC's senior unsecured debt
reflects our expectation that recovery prospects for these issues
will improve once the acquisition closes," said Standard & Poor's
credit analyst John Sico.

"URI has indicated that it will assume RSC's existing unsecured
debt--consisting of three outstanding issues--when the transaction
closes in the second quarter. Our action is based on URI's
recently proposed capital structure and because ultimately this
debt would rank pari passu with all of URI's present and proposed
unsecured debt (which we rate 'B')," S&P said.

"We expect to resolve the CreditWatch and address the unsecured
debt ratings when the transaction closes. We will also resolve the
CreditWatch on the corporate credit rating at that time," Mr. Sico
said.


SAVANNAH OUTLET: Can Access Lender Cash Collateral Until April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
authorized Savannah Outlet Shoppes, LLC, to continue using cash
collateral until April 30, 2012.  Comm 2006-C8 Gateway Boulevard
Limited Partnership is amenable to the continued use of cash
collateral provided that such use is in accordance with the
budget, a full-text copy of which is available for free at:

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

                   About Savannah Outlet Shoppes

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 10-42135) on Oct. 4, 2010.  Karen F. White,
Esq., at Cohen Pollock Merlin & Small PC, represents the Debtor.
The Debtors' professionals include Bulovic Law Firm, LLC, as local
co-counsel, and Steven H. Spears as accountant.  The Debtor
estimated assets and debts at $10 million to $50 million.


SAVANNAH OUTLET: Case Dismissal Hearing Moved to April 17
---------------------------------------------------------
The Bankruptcy Court has continued to April 17, 2012, at 11:00
a.m., the hearing on the motion by Comm 2006-C8 Gateway Boulevard
Limited Partnership to dismiss the Chapter 11 case of Savannah
Outlet Shoppes, LLC.  The hearing was originally scheduled on
Feb. 14, 2012.

In its Motion to Dismiss, Comm 2006-C8 asserted that the Debtor's
case is essentially a two party case and that the Debtor has taken
too long to file a chapter 11 plan and disclosure statement.

As reported by the TCR on Aug. 15, 2011, Comm 2006-C8 claims to
hold a first priority debt deed on the Debtor's real estate
securing a claim of approximately $9.5 million.

                   About Savannah Outlet Shoppes

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 10-42135) on Oct. 4, 2010.  Karen F. White,
Esq., at Cohen Pollock Merlin & Small PC, represents the Debtor.
The Debtors' professionals include Bulovic Law Firm, LLC, as local
co-counsel, and Steven H. Spears as accountant.  The Debtor
estimated assets and debts at $10 million to $50 million.


SEARS HOLDINGS: Incurs $2.4 Billion Net Loss in Jan. 28 Quarter
---------------------------------------------------------------
Sears Holdings Corporation reported a net loss of $2.40 billion on
$12.48 billion of merchandise sales and services for the 13 weeks
ended Jan. 28, 2012, compared with net income of $382 million on
$13 billion of merchandise sales and services for the 13 weeks
ended Jan. 29, 2011.

The Company reported a net loss of $3.14 billion on $41.56 billion
of merchandise sales and services for the 52 weeks ended Jan. 28,
2012, compared with net income of $150 million on $42.66 billion
of merchandise sales and services for the 52 weeks ended Jan. 29,
2011.

The Company's balance sheet at Jan. 28, 2012, showed
$21.38 billion in total assets, $17.04 billion in total
liabilities and $4.34 billion in total equity.

Lou D'Ambrosio, Sears Holdings' Chief Executive Officer and
President, said, "We are taking immediate actions to address our
fourth quarter performance including cost and inventory
reductions, honed and targeted marketing, margin actions, and
bringing in new talent to strengthen our merchandising and
leadership team, like Ron Boire, who was recently named Chief
Merchant and President, Sears and Kmart Formats."

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

                       http://is.gd/qrl2wU

                      About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEARS HOLDINGS: Poor 2011 Results Trigger Company Transformation
----------------------------------------------------------------
Sears Holdings Corporation intends to separate its Sears Hometown
and Outlet Businesses and certain hardware stores through a
proposed rights offering that is expected to raise approximately
$400 million to $500 million.  The Company's poor financial
results in 2011 underscore the need to accelerate the
transformation of the Company.

In a letter addressed to shareholders, Edward S. Lampert, the
Company's Chairman, said that the goal of the transaction is to
allow each business to pursue its own strategic opportunities and
to achieve a focus that is often difficult as part of a large
company undergoing significant change.  Mr. Lampert added that the
transaction:

   (1) strengthens Sears Holdings' balance sheet and liquidity;

   (2) provides the separated Hometown and Outlet stores
       businesses flexibility to pursue their strategic and
       financial objectives; and

   (3) provides Sears Holdings' shareholders the choice to hold
       shares in both companies or in either company separately.

"We do not intend to sit idly by and have it be business as usual.
We will make the difficult decisions required to position Sears
Holdings for the future and we will not accept such poor
performance without making substantial adjustments.  We have a
portfolio of businesses and assets that deserve to generate
substantial value for our shareholders.  The adjustments and
actions we intend to take will reduce the risk of downside
scenarios playing out and will be informed by understanding and
appreciating what type of profit performance we need to deliver on
our investment in these assets."

Proceeds from the share subscription will provide additional
liquidity to Sears Holdings and are expected to be used for
general corporate purposes.  Mr. Lampert has advised the Company
that ESL, which is Sears Holdings' largest shareholder, intends to
exercise its subscription rights in full at the anticipated
valuation, subject to the successful completion of the transaction
process.

                        About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company reported a net loss of $3.14 billion on $41.56 billion
of merchandise sales and services for the 52 weeks ended Jan. 28,
2012, compared with net income of $150 million on $42.66 billion
of merchandise sales and services for the 52 weeks ended Jan. 29,
2011.

The Company's balance sheet at Jan. 28, 2012, showed $21.38
billion in total assets, $17.04 billion in total liabilities and
$4.34 billion in total equity.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEMTECH CORP: S&P Assigns Prelim. 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services assigned a preliminary 'BB'
corporate credit rating to Semtech Corp. "Concurrently, we
assigned a preliminary 'BBB-' issue-level rating to Semtech
Corp.'s proposed $100 million term loan A and $250 million term
loan B, both due 2017. The recovery rating is '1', reflecting our
expectation for very high (90% to 100%) recovery of principal in
the event of default. The outlook is stable," S&P said.

"The ratings on Semtech reflect our expectation that the company's
expanded product and market position and good communications
industry growth prospects will support continued revenue growth
and consistent profitability, despite near-term integration
risks," said Standard & Poor's credit analyst John Moore. He
added, "In addition, we expect Semtech to maintain leverage
appropriate for the rating, even with a moderately acquisitive
growth strategy."

"The stable outlook reflects our expectation that Semtech will
successfully integrate Gennum's business and maintain
profitability while maintaining no less than $150 million cash
balances and leverage below 3x. Upgrade potential is currently
constrained by the company's near-term integration risks and lack
of a track record operating at its current scale. A downgrade
would likely be the result of a more aggressive financial policy,
including increased acquisition activity and shareholder returns,
or deterioration in operating performance due to competition or
macroeconomic trends, resulting in cash balances declining below
$150 million or sustained leverage in the mid-3x area," S&P said.


SHANTA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Shanta Corporation
          dba St. Anne's Convalescent Center
        721 Elmwood
        Troy, MI 48083

Bankruptcy Case No.: 12-43956

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Brendan G. Best, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: bbest@schaferandweiner.com

                         - and ?

                  Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-43956.pdf

The petition was signed by Bradley Mali, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cadillac Nursing Home, Inc.           12-43957            02/22/12
St. Jude Nursing Center, Inc.         12-43959            02/22/12
St. Michael Nursing Center, Inc.      10-52146            04/13/10


SHASTA LAKE: Files Amended Plan of Reorganization
-------------------------------------------------
Shasta Lake Resorts, LP submitted to the U.S. Bankruptcy Court for
the Eastern District of California a First Amended Plan of
Reorganization dated Jan. 30, 2012.

According to the Plan, the Debtor proposes to pay creditors from
future revenue and to the extent necessary, from the sale of
certain assets of the Debtor.  The Plan provides for two classes
of secured claims, 5 classes of unsecured claim; and 1 class of
equity security holders.  Unsecured creditors holding allowed
claims will receive distributions, valued at 100 percent of
allowed claims.  The Plan also provides for the payment of
administrative and priority claims.

A full-text copy of the Amended Plan is available for free at
http://bankrupt.com/misc/SHASTA_LAKE_plan_1stamended.pdf

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

Shasta Lake disclosed  $11,711,440 in assets and $6,796,283 in
liabilities as of the Chapter 11 filing.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SHENGDATECH INC: Wants Plan Filing Exclusivity Until June 18
------------------------------------------------------------
ShengdaTech, Inc., seeks entry of an order from the Bankruptcy
Court further extending its exclusive periods within which to file
and solicit acceptances of a Chapter 11 plan by an additional 90
days, to June 18, 2012, for filing a Chapter 11 plan and September
12, 2012 for soliciting acceptances to the plan.

Under the order approving the first extension motion, the Debtor's
exclusive period to file a plan currently expires on March 19,
2012, and its exclusive solicitation period expires on June 14,
2012.

Though the Debtor has made progress, given the unique complexities
of the Chapter 11 case, including issues related to the recovery
of assets in the People's Republic of China, the Debtor needs
additional time to develop and negotiate a plan of reorganization
with its key creditor constituencies, including the Committee,
other key constituencies and the Securities and Exchange
Commission.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.


SOLYNDRA LLC: Headquarters Could Land Foreign Buyer, Brokers Say
----------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that the Fremont,
Calif., headquarters of Solyndra LLC went up for sale Wednesday
under the care of real estate broker Jones Lang LaSalle Brokerage
Inc., which is casting a wide net to find a buyer.

Site tours for the LEED Gold-certified property, which includes
37,210 square feet of office space and a 22-megawatt plant,
started February 22, according to Bart Lammersen, who is part of
the JLL team spearheading the project, Law360 relates.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOVRAN LLC: Court Approves Schwabe Williamson as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Sovran LLC to employ Schwabe, Williamson & Wyatt, P.C.
as counsel nunc pro tunc Oct. 21, 2011.

As reported in the Troubled Company Reporter on Feb. 16, 2012, the
Debtor related that the Court approved the employment of Bullivant
Houser Bailey PC as counsel for the Debtor.  However, Richard G.
Birinyi, Esq. and Lawrence Ream, Esq., the two primary attorneys
at Bullivant who were handling the Chapter 11 case have switched
firms and now practiced at Schwabe Williamson.

The Debtor desired to continue to employ Messrs. Birinyi and Ream
and their new firm.

The firm agreed to represent the Debtor in its bankruptcy
proceedings and perform related legal services.

The firm is not a prepetition creditor of the Debtor.  To the best
of the Debtor's knowledge, the firm is a "disinterested person" as
that term is defined in Section 101(14) of the bankruptcy Code.

                         About Sovran LLC

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.

The Debtor's Plan provides for the marketing of the property and
obtaining sales of all or any part of the property.  The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.


SP NEWSPRINT: Can Pay ACE's Surety Bonds from Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
SP Newsprint Holdings LLC, et al., to enter into an agreement
with, and to provide certain cash collateral to, Westchester Fire
Insurance Company, one of the ACE USA Group of companies, or its
affiliates in connection with new surety bonds and related
undertakings by ACE Insurance.

The Debtors related that in the ordinary course of their business
have provided surety bonds or other methods of indemnification to
the counties, but these arrangements have begun to expire
according to their terms.  For example, a $250,000 letter of
credit that the Debtors provided in favor of Prince William County
prior to the Petition Date has expired.

The Debtors are required to replace these surety arrangements as
and when they become due, to ensure that there are no disruptions
in their operations at the applicable county and to otherwise
protect the value of their assets there.  To that end, Prince
William County has informed the Debtors that it will no longer
permit the Debtors to continue operating at their facility located
there unless the Debtors provide it with a new surety bond in the
amount of $250,000.  Similarly, Clay County has required that the
Debtors increase the amount of the surety bond in its favor from
$10,000 to $30,000.

The Debtors have arranged with ACE Insurance to provide the
counties with the new required surety bonds or other similar
indemnity undertakings, pursuant to an agreement.  As a condition
to its furnishing the surety bonds, ACE Insurance is requiring
that the Debtors provide it with cash collateral in the amount of
the bonds.

Specifically, in connection with Prince William County, ACE
Insurance will provide a new surety bond in the amount of $250,000
in exchange for an equal amount of new cash collateral from the
Debtors.  Also, ACE Insurance will increase the amount of the
bond from $10,000 to $30,000 in connection with Clay County in
exchange for a corresponding $20,000 increase in cash collateral
from the Debtors.

The Debtors noted that the amounts of cash collateral to be
provided to ACE Insurance are included in the Debtors' approved
budget under their DIP credit agreement.

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Has Until June 12 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended SP
Newsprint Holdings LLC, et al.'s exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan until
June 12, 2012, and Aug. 11, respectively.

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Court Establishes March 23 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established March 23, 2012, at 4:00 p.m., (EDT) as the deadline
for any individual or entity to file proofs of claim against SP
Newsprint Holdings LLC, et al.

The Court also set May 18, at 4:00 p.m., as the governmental bar
date.

All entities filing proofs of claim must deliver their completed
proof of claim forms to these addresses:

if by mail:

         GCG, Inc.
         Attn: SP Newsprint Holdings LLC., Claims Processing
         P.O. Box 9840
         Dublin, OH 43017-5740

if by hand delivery or overnight courier:

         GCG, Inc.
         Attn: SP Newsprint Holdings LLC., Claims Processing
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Lease Decision Period Extended Until June 12
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until June 12, 2012, SP Newsprint Holdings LLC, et al.'s time to
assume or to reject non-residential real property leases.

As reported in the Troubled Company Reporter on Feb. 8, 2012, the
Debtors' initial period to assume or to reject the leases is
scheduled to expire on March 14.

The Debtors explained that they are starting to market their
assets to potential purchasers.  Although no one lease is the
Debtors' primary asset, the SP Leases as a whole are important to
the Debtors' value as a going concern, and the Debtors expect that
potential buyers will have varying opinions regarding the SP
Leases, and while some potential buyers may wish to acquire some
or all of the SP Leases, others may have different intentions.

The Debtors submitted that their ability to assume or to reject
the SP Leases will have a material impact on any potential
bidder's valuation of the Debtors' assets, and accordingly, the
Debtors believe that assumption or rejection at this time is
premature and would be detrimental to their sale process.

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


ST. JUDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: St. Jude Nursing Center, Inc.
        721 Elmwood
        Troy, MI 48083

Bankruptcy Case No.: 12-43959

Chapter 11 Petition Date: February 22, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Brendan G. Best, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: bbest@schaferandweiner.com

                         - and ?

                  Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-43959.pdf

The petition was signed by Bradley Mali, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cadillac Nursing Home, Inc.           12-43957            02/22/12
Shanta Corporation                    12-43956            02/22/12
St. Michael Nursing Center, Inc.      10-52146            04/13/10


SUNGARD DATA: Fitch Lifts Issuer Default Rating to 'B+'
-------------------------------------------------------
SunGard Data Systems (SunGard) announced that it will call its
$500 million in 10.625% senior unsecured notes due 2015.  This
follows the company's recently launched amend and extend
transaction to extend the maturity date of up to $1 billion of the
$1.3 billion of Term Loans due in 2014 to Feb. 28, 2017 and renew
its $880 million revolving credit facility to a new maturity of
November 2016.  SunGard is also asking to amend its senior secured
Credit Agreement to allow for the potential spin-off of the
Availability Services (AS) business segment and to modify certain
other provisions of the credit agreement.

Fitch has upgraded SunGard's Issuer Default Rating (IDR) to 'B+'
from 'B' with a Stable Outlook. This reflects the reduced leverage
resulting from the company's decision to call its 2015 notes which
is also solid evidence of management's intent to reduce leverage
through free cash flow generation  This follows SunGard's recently
completed divestiture of the majority of its Higher Education
business segment for $1.8 billion in January 2012.  SunGard
utilized $1.2 billion of net proceeds from the transaction to
reduce its term loans.  As a result of this transaction and pro
forma for the 2015 note redemption, Fitch estimates that leverage
will have decreased from 6.3 times (x) at December 2011 to 4.9x
once the redemption is complete on April 2, 2012.  Free cash flow
to total adjusted debt (adjusted for operating leases) will be
near 5% following the transaction.

Fitch has also upgraded the Recovery Ratings (RRs) for SunGard's
senior secured credit facility and term loan to 'BB+/RR1' from
'BB-/RR2'.  This reflects the reduction in senior secured
indebtedness following the term loan paydown in January, resulting
in a higher recovery assumption, plus the higher IDR.

SunGard continues to move forward with the planned spin-off of its
AS business.   believes it is management's intention to keep
leverage at or below current levels for the remaining entity
(RemainCo) although the ultimate capital structure of both AS and
RemainCo is uncertain.  It is possible that the AS transaction
might not occur or, if it does, that leverage at RemainCo actually
increases post-transaction.  If either scenario were to occur, the
ratings would be reevaluated for potential negative action.  Fitch
believes that a resolution to the planned spin of AS may not occur
until mid-2013.

In that regard, SunGard's business continues to face headwinds. In
the latest quarter (end December 2011), organic revenue growth was
-3% for both business segments (AS and Financial Services).  AS
revenue has been flat to modestly negative for three years
running.   order for the proposed AS spin and public equity
offering of RemainCo to occur, Fitch believes that these trends
would need to stabilize.  That said, SunGard continues to generate
positive cash flow and Fitch believes it is management's intention
to continue to use cash generation to reduce debt going forward.

Total debt at Dec. 31, 2011 and pro forma for the use of proceeds
from the HE sale to reduce term loan indebtedness was $6.6 billion
and consisted primarily of: 1) $3.05 billion of senior secured
term loans, of which approximately $1.3 billion expires 2014 and
$1.7 billion expires 2016; 2) $200 million outstanding under the
company's on-balance-sheet accounts receivable (AR) securitization
facility, which matures in September 2014; 3) approximately $242
million of 4.875% senior notes due 2014 ($250 million at
maturity), which were originally unsecured when issued in 2004 but
which became secured by real property in the leveraged buyout
(LBO); 4) approximately $496 million of 10.625% senior unsecured
notes due 2015 ($500 million at maturity which, as referenced
above are being redeemed in full on April 2, 2012); 5) $900
million of 7.375% senior unsecured notes due 2018; 6) $700 million
7.625% senior unsecured notes due 2020; and 7) $1 billion of
10.25% senior subordinated notes due 2015.

As of Dec. 31, 2011, Fitch believes SunGard's liquidity position
was sufficient given the company's minimal near-term debt service
needs.  Liquidity consisted of $868 million of cash (approximately
30% of which is located outside the U.S. and subject to
repatriation tax) and approximately $850 million available under
its $880 million revolving credit facility (RCF) which expires May
2013. SunGard also has approximately $90 million of availability
under its aforementioned AR securitization facility.   is further
supported by annual free cash flow, which Fitch expects will be at
least $300 million in 2012, given expectations for flat operating
profit.

SunGard's RRs reflect Fitch's belief that the company would be
reorganized rather than liquidated in a bankruptcy scenario, given
Fitch's estimates that the company's ongoing concern value is
significantly higher than its projected liquidation value, due
mostly to the significant value associated with SunGard's
intangible assets.   estimating ongoing concern value, Fitch
applies a valuation multiple of 5x to the company's discounted
EBITDA.   discounts SunGard's pro forma LTM operating EBITDA of
$1.2 billion by 22%, approximately corresponding to the EBITDA
level that would breach the company's leverage covenant in the
secured credit agreement.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately $4.8
billion.  Based upon these assumptions, the senior secured debt,
including $880 million revolving credit and $3.1 billion of term
loan facilities recover approximately 91%-100%, resulting in 'RR1'
ratings for both tranches of debt.  The senior notes' 'RR4'
Recovery Rating reflects the partial security these notes received
during the LBO process and Fitch's belief that the secured bank
debt is in a superior position due to its right to the company's
intellectual property.  The 'RR5' Recovery Rating for the $2.1
billion senior unsecured debt reflects Fitch's estimate that 11%-
30% recovery is reasonable, while the 'RR6' Recovery Rating for
the $1 billion of subordinated debt reflects Fitch's belief that
negligible recovery would be achievable due to its deep
subordination to other securities in the capital structure.

The following ratings for SunGard have been upgraded:

  -- IDR to 'B+' from 'B';
  -- $3.05 billion senior secured term loan due 2014 and 2016 to
     'BB+/RR1' from 'BB-/RR2';
  -- $880 million senior secured RCF due 2013 to 'BB+/RR1' from
     'BB-/RR2';
  -- $250 million 4.875% senior notes due 2014 to 'B+/RR4' from
     'B/RR4';
  -- $500 million 10.625% senior unsecured notes due 2015 to
     'B/RR5' from 'B-/RR5';
  -- $1 billion 10.25% senior subordinated notes due 2015 to
     'B-/RR6' from 'CCC/RR6';
  -- $900 million 7.375% senior unsecured notes due 2018 to
     'B/RR5' from 'B-/RR5'; and
  -- $700 million 7.625% senior unsecured notes due 2020 to
     'B/RR5' from 'B-/RR5'.


SUPERMEDIA INC: Board Establishes 2012 STIP Plan, Cash LTI Plan
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of SuperMedia
Inc., established the performance objectives and other terms of
the Company's 2012 Short Term Incentive Plan pursuant to the
Company's 2009 Long Term Incentive Plan.  The 2012 STI Plan
provides for a payment of incentive compensation to each of the
Company's executive officers and to other eligible employees.
These incentive compensation payments are determined by the
Company's achievement of specified performance metrics for 2012,
based on: (i) EBITDA, which comprises 70% of the total performance
opportunity; and (ii) multi-product ad sales, which comprises 30%
of the total performance opportunity.

The Committee established the performance objectives and other
terms of the Company's 2012 Cash Long-Term Incentive Plan pursuant
to the LTIP.  The 2012 Cash LTI Plan provides for a payment of
incentive compensation to each of the Company's executive officers
and to other eligible employees.  These incentive compensation
payments are determined by the Company's achievement of specified
performance metrics for 2012 and 2013, respectively, based on: (i)
EBITDA, which comprises 50% of the total performance opportunity;
and (ii) multi-product ad sales, which comprises 50% of the total
performance opportunity.

The Committee also approved grants of restricted stock awards
under the LTIP, effective as of Feb. 24, 2012, to certain of the
Company's executive officers and to other eligible employees.

The restricted stock vests over three years in equal installments
of one-third on the first, second, and third anniversaries of the
grant date.  All unvested shares of restricted stock will
immediately terminate upon the employee's termination of
employment with the Company for any reason on or before the third
anniversary date of the award, except that the Committee, at its
sole option and election, may permit the unvested shares not to
terminate if the employee is terminated without cause.  If a
change in control occurs on or before the third anniversary date
of the award, all unvested shares of restricted stock will
immediately vest.

On Feb. 16, 2012, Georgia Scaife, the Company's Executive Vice
President -- Human Resources and Employee Administration announced
her plans to retire from the Company effective March 31, 2011.

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

                        http://is.gd/QYlcrZ

                        About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

SuperMedia Inc. and subsidiaries reported a net loss of
$909.0 million on $1.258 billion of operating revenue for the nine
months ended Sept. 30, 2011, compared with a net loss of
$252.0 million on $750.0 million of operating revenue for the same
period of 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.63 billion
in total assets, $2.42 billion in total liabilities and a $788
million total stockholders' deficit.


                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.


SUPERMEDIA INC: Files Form 10-K, Incurs $771MM Net Loss in 2011
---------------------------------------------------------------
SuperMedia Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$771 million on $1.64 billion of operating revenue for the year
ended Dec. 31, 2011, compared with a net loss of $196 million on
$1.17 billion of operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.63 billion
in total assets, $2.42 billion in total liabilities and a $788
million total stockholders' deficit.

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/zqgzaY

                        About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.


                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.


SUPERMEDIA INC: To Utilize up to $31 Million to Buy Back Debt
-------------------------------------------------------------
On Nov. 8, 2011, SuperMedia Inc., entered into the Second
Amendment to the Loan Agreement, dated as of Dec. 31, 2009, by and
among the Company, lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as collateral agent and administrative
agent for the lenders.  The Amendment, among other things, allows
the Company to repurchase and retire debt below par, subject to
the procedures and conditions set forth in the Loan Agreement.

Under the terms and conditions of the Loan Agreement, the Company
has commenced an offer to utilize up to approximately $31,000,000
to repurchase debt at a price of 48% to 53% of par.  The offer
will expire at 5:00 p.m., New York City time, on Wednesday,
Feb. 29, 2012, unless extended by the Company.

                        About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $1.63 billion
in total assets, $2.42 billion in total liabilities and a $788
million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.


TAO-SAHI LP: Plan Confirmation Hearing Continued Until April 5
--------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas granted Tao-Sahi, LP's motion to extend
deadlines and continue settings related to confirmation of the
Debtor's Second Amended Plan of Reorganization.

The deadlines and dates are set or modified as:

   a. the estimation hearings for S2 and the FDIC, scheduled for
   Feb. 16, 2012, be continued until March 7, at 10 a.m.

   * any response to the motions to estimate will be due on or
   before Feb. 28.

   b. the confirmation hearing for the Debtor's proposed plan,
   scheduled for March 7, be continued until April 5, at 9:30 a.m.

   c. any objections to the Debtor's proposed plan or confirmation
   will be due ten days before the confirmation hearing.

   * additionally, all ballots relating to the Proposed Plan will
   be due ten days before the confirmation hearing.

   d. the Debtor will provide notice of the re-scheduled dates and
   deadlines to parties in interest who received a solicitation
   package for the Proposed Plan.

As reported in the Troubled Company Reporter on Jan. 4, 2012,
funding for the Plan payments will be from the Reorganized
Debtor's operations, recoveries from the August 12, 2011 adversary
complaint the Debtor commenced against Specialty Finance Group
LLC, and a $700,000 contribution from the Debtor's current or new
Interest Holders.

The business of the Reorganized Debtor will continue to be managed
by its general partner, TAO Development, through Clayton Isom and
Rashid Al-Hmoud, CEO and CFO of TAO Development.  TAO Development
will continue to receive its asset management fee of 1.5% of gross
revenue of the Reorganized Debtor to defray its overhead and
expenses after all Plan payments and other other obligations for
any given month are paid in full.  The Debtor will assume the
existing management agreement with HMC Hospitality Operating
Company for operation of the Hotel.  Staffing for the Hotel will
continue to be provided by Corporate Solutions and the Republic
Entities.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/tao-sahi.doc156.pdf

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.

No trustee, examiner or committee of creditors has been appointed
in this case.


TECHNEST HOLDINGS: To Borrow $100,000 from Khaldoon Aljerian
------------------------------------------------------------
Technest Holdings, Inc., on Feb. 21, 2012, entered into a loan
agreement with Mr. Khaldoon Aljerian pursuant to which the Company
entered into a convertible promissory note to borrow $100,000 from
Mr. Aljerian and agreed to issue Mr. Aljerian a five-year warrant
to purchase 1,000,000 shares of Technest Common Stock, par value
$.001 per share at an exercise price of $0.01 per share.  The Note
bears an interest rate of 5% per annum and shall be paid on or
before Aug. 16, 2013.  The entire principal amount of the Note may
be converted into shares of Technest Common Stock at the election
of Mr. Aljerian at any time.  The number of shares into which the
entire principal amount of the Note may be converted into is
determined by dividing the entire principal amount of the Note
outstanding by the closing bid price on the trading day
immediately prior to the Company's receipt of the conversion
notice; provided that in no event will the per share price be less
than $0.01 per share.  The Company has the option of paying the
accrued and unpaid interest on the Note with shares of Technest
Common Stock at the closing bid price immediately prior to the due
date.  The Company granted piggyback registration rights for the
shares of common stock underlying the warrant and the shares of
common stock issuable pursuant to the Note.

The issuance and sale of the securities to Mr. Aljerian was not
registered under the Securities Act of 1933, and was made in
reliance upon the exemptions from the registration requirements of
the Securities Act set forth in Section 4(2) thereof.

On Feb. 17, 2012, the Company received a written consent in lieu
of a meeting of the holders of the majority of the Common Stock of
the Company, holding in the aggregate approximately 52.96% of the
total voting power of all issued and outstanding voting capital of
the Company.  The Majority Stockholders authorized (i) the change
in the name of the Company from Technest Holdings, Inc. to
AccelPath, Inc.; (ii) the change in the domicile of the Company
from Nevada to Delaware and (iii) the ratification of the Technest
Holdings, Inc. 2011 Equity Incentive Plan.

As such, the Company plans to file a Schedule 14C to inform all
shareholders of the Name Change, Reincorporation Merger and
ratification of the Plan.  Additionally, the Company also intends
to file the requisite Issuer Company Related Action Notification
form with FINRA to properly affect the Name Change and
Reincorporation Merger, as soon as practicable.

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed $5.51
million in total assets, $6.21 million in total liabilities and a
$700,374 total stockholders' deficit.


TRIBUNE CO: Wins Final Approval of Wage Class Action Settlement
---------------------------------------------------------------
Tribune Company and Tribune New York Newspaper Holdings, LLC, won
final approval by the U.S. Bankruptcy Court for the District of
Delaware of a settlement agreement resolving a state court wage
litigation captioned James Allen, et al. v. Tribune New York
Newspaper Holdings, LLC, et al.

On August 24, 2011, the Bankruptcy Court granted preliminary
approval of the Settlement Agreement and Release and related
settlement class action relief.

The Settlement Agreement fully and finally settles and releases
all claims under the minimum wage lawsuit before the Supreme
Court of New York, County of New York brought by the Plaintiffs
on behalf of individuals that promoted or distributed the amNew
York newspaper from 2004 to 2007 on a claims-made basis.
Under the Settlement Agreement, the defendants will pay a total
gross settlement amount of $325,000, of which $275,000 will be
contributed by the Debtors and $50,000 will be contributed by the
Debtors' co-defendants.  The Settlement Agreement also resolves
substantial potential liabilities if the Plaintiffs prevailed, as
indicated by a $1.5 million class proof claim and 18 individual
proofs of claim, each asserting $10,000.

The Court-appointed claims administrator, Gilardi & Co., LLC
previously implemented the approved claims-made and noticing
procedures, whereby Gilardi received 479 timely and valid claims.
Holders of those timely and valid claims stand to receive $52,050
in settlement payments.

The Debtors are thus authorized to place $275,000 in an escrow
account with the claims administrator to fund the total gross
settlement amount under the Settlement Agreement no later than 10
business days after the settlement effective date.

The Enhanced Service Payments in the aggregate amount of $18,000
as set forth in the Settlement Agreement are also fair and
reasonable based on the facts and circumstances of the Lawsuit,
the Bankruptcy Court held.  The class counsel is thus authorized
to allocate the Enhanced Service Awards and those awards may be
deducted from the Total Gross Amount.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, insisted that the
Settlement Agreement is now ripe for final approval as a fair,
reasonable and adequate settlement that is well within the range
of reasonableness, under Rule 23(e) of the Federal Rules of Civil
Procedure and Rules 7023 and 9019 of the Federal Rules of
Bankruptcy Procedure.

The Bankruptcy Court also reaffirmed the settlement class for
settlement purposes only and that class certification fully and
fairly meets the requirements under Rule 23 of the Federal Rules
of Civil Procedure.

The Class Claims and Individual Claims filed by Class Counsel on
behalf of the Plaintiffs against the Debtors Tribune and Tribune
NY will be deemed disallowed and expunged pursuant to the
Settlement Agreement and upon entry of the final order.

The Bankruptcy Court further held that the distributions and
payments authorized under the Settlement Agreement will
constitute full and complete satisfaction of any and all claims
however arising in relation to the Lawsuit and related claims set
forth in the Settlement Agreement.

Moreover, the award of attorneys' fees in the amount of 33% of
the Total Gross Amount after deduction of costs is also approved
and may be deducted from the Total Gross Amount.  Likewise, the
award of costs is finally approved and may be deducted from the
Total Gross Amount in the amount of $18,364, the Bankruptcy Court
ruled.

The parties will execute a stipulation of discontinuance with
prejudice of the Lawsuit, with each party to bear its own costs
and fees, which will be filed with the State Court on or before
February 21, 2012.

The Bankruptcy Court entered the final order after a
certification of no objection was filed.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: File 2015.3 Report as of Dec. 31
--------------------------------------------
On January 25, 2012, Chandler Bigelow III, executive vice
president and chief financial officer of Tribune Company,
submitted with the Court a report as of December 31, 2011, on the
value, operations and profitability of certain entities in
which one or more Debtors hold: (i) a combined 100% interest of
certain non-debtor entities, and (ii) between a 20% and 50%
interest of certain non-debtor entities.

Mr. Bigelow relates in the report that the estates of Tribune
Company, Tribune Broadcasting Company, TMS Entertainment Guides,
Inc., Tribune Media Services, Inc., Los Angeles Times
Communications LLC, Chicago Tribune Company, Eagle New Media
Investments, LLC, and Tribune Media Net, Inc., hold 100% equity
interest in these entities:

                                                   Net Book
Entity                                               Value
------                                         --------------
Multimedia Insurance Company                       ($348,000)
Riverwalk Center I JV                            $10,808,000
Tribune (FN) Cable Ventures, Inc.               $533,014,000
Tribune Interactive, Inc.                        $84,241,000
Tribune National Marketing Company               $48,329,000
Tribune ND, Inc.                                $538,414,000
Tribune Receivables, LLC                        $293,029,000
TMS Entertainment Guides Canada Corp              $4,882,000
Tribune Hong Kong Ltd.                               $83,000
Tribune Media Services B.V.                      ($6,539,000)
Blue Lynx Media Services B.V.                     $1,047,000
CastTV, Inc.                                      $8,374,000

Mr. Abelow notes that non-majority interest entities have a
combined net book value of $2,805.  The Debtors have no interest
in those entities.

The Periodic Report contains a combined and condensed financial
report of the operations and profitability of the Non-Majority
Interest Entities:

                  Combined Balance Sheets
                 For Non-Majority Entities
                   As of December 31, 2011

Assets
Current Assets
Cash and cash equivalents                           $8,513,000
Accounts receivable, net                            18,851,000
Inventories                                             88,000
Prepaid expenses and other                             724,000
                                             -----------------
Total current assets                                 28,176,000

Property, plant and equipment, net                    1,698,000

Other Assets
Intangible assets, net                                 157,000
Other investments                                      235,000
Receivables from related parties                     2,954,000
Other                                                2,321,000
                                             -----------------
Total Assets                                        $35,541,000
                                             =================

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable, accrued expenses, and other      $18,048,000
                                             -----------------
Total current liabilities                            18,048,000

Other obligations                                    14,688,000
                                             -----------------
Total liabilities                                    32,736,000
                                             -----------------
Shareholder's Equity                                  2,805,000
                                             -----------------
Total Liabilities and Shareholders' Equity          $35,541,000
                                             =================

              Combined Statements of Operations
                  For Non-Majority Entities
           For Six Months Ended December 31, 2011

Total Revenue                                       $32,352,000

Operating Expenses
Cost of sales                                        9,612,000
Selling, general and administrative                 20,374,000
Depreciation and amortization                          372,000
                                             -----------------
Total operating expenses                             30,358,000
                                             -----------------
Operating Income                                      1,994,000
                                             -----------------
Interest expense, net                                   (4,000)
Non-operating loss, net                             (2,258,000)
                                             -----------------
Income (loss) before income taxes                      (268,000)
                                             -----------------
Income taxes                                           (138,000)
                                             -----------------
Net Loss                                               (406,000)
                                             =================

             Combined Statements of Operations
                 For Non-Majority Entities
         For Twelve Months Ended December 31, 2011

Total Revenue                                       $63,013,000

Operating Expenses
Cost of sales                                       18,519,000
Selling, general and administrative                 40,611,000
Depreciation and amortization                          693,000
                                             -----------------
Total operating expenses                             59,823,000
                                             -----------------
Operating Income                                      3,190,000
                                             -----------------
Interest expense, net                                  (10,000)
Non-operating loss, net                             (2,814,000)
                                             -----------------
Income (loss) before income taxes                       366,000
                                             -----------------
Income taxes                                           (457,000)
                                             -----------------
Net Loss                                               ($91,000)
                                             =================

                Combined Statements of Cash Flows
                   For Non-Majority Entities
           For Six Months Ended December 31, 2011

Beginning Cash                                      $12,475,000
                                             -----------------
Net Income                                             (406,000)

Operating Activities
Depreciation and amortization                          372,000
Decrease/(increase) in accounts receivable          (3,524,000)
Increase/(decrease) in current liabilities           5,274,000
Increase/(decrease) in other obligations                40,000
Decrease/(increase) in inventories                      59,000
Decrease/(increase) in other assets                    (19,000)
                                             -----------------
                                                     2,202,000
                                             -----------------
Net Cash Flow from operating activities               1,796,000

Investing Activities
Capital expenditures                                  (405,000)
Investments                                                  -
                                             -----------------
                                                      (405,000)
Financing Activities
Borrowings from related party                          592,000
Distributions to equity owners                      (5,945,000)
                                             -----------------
Net Cash Flow from Financing Activities              (5,353,000)
                                             -----------------
Net Cash Flow                                        (3,962,000)
                                             -----------------
Ending Cash                                          $8,513,000
                                             =================

             Combined Statements of Cash Flows
                  For Non-Majority Entities
         For Twelve Months Ended December 31, 2011

Beginning Cash                                      $10,631,000
                                             -----------------
Net Income                                              (91,000)

Operating Activities
Depreciation and amortization                          693,000
Decrease/(increase) in accounts receivable          (4,309,000)
Increase/(decrease) in current liabilities           4,188,000
Increase/(decrease) in other obligations                87,000
Decrease/(increase) in inventories                     174,000
Decrease/(increase) in other assets                   (395,000)
                                             -----------------
                                                       438,000
                                             -----------------
Net Cash Flow from operating activities                 347,000

Investing Activities
Capital expenditures                                  (599,000)
Investments                                          1,900,000
                                             -----------------
                                                     1,301,000
Financing Activities
Borrowings from related party                        2,179,000
Distributions to equity owners                      (5,945,000)
                                             -----------------
Net Cash Flow from Financing Activities              (3,766,000)
                                             -----------------
Net Cash Flow                                        (2,118,000)
                                             -----------------
Ending Cash                                          $8,513,000
                                             =================

             Combined Condensed Statement of Changes
                   in Shareholders' Equity
              for Non-Majority Interest Entities
        Six-Month period and year ending Dec. 31, 2011

Shareholders' Equity at June 30, 2011                $9,156,000
Net Loss                                              (406,000)
Distributions to equity owners                      (5,945,000)
                                             -----------------
Shareholders' Equity at Dec. 31, 2011                $2,805,000
                                             =================

Shareholders' Equity at Dec. 31, 2010                $6,941,000
Net Loss                                               (91,000)
Distributions to equity owners                      (5,945,000)
Capital contributions by equity owners               1,900,000
                                             -----------------
Shareholders' Equity at Dec. 31. 2011                $2,805,000
                                             =================

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: U.S. Trustee Objects to Incentive Plan
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Trident Microsystems case filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for approval of a key employee
incentive plan.

The Trustee explains, "As set forth in the Motion, one portion of
the KEIP would have been earned as long as the set-top box
business of the Debtors sold for $45 million or more. Yet, as of
the petition date, the Debtors already had a stalking horse bid to
purchase the set-top box business for $55 million. Thus, that
portion of the KEIP did not provide any incentive to the officers
who were to receive such bonuses, and such bonuses were truly
retention bonuses to insiders that did not comply with 11 U.S. C.
Section 503(c)(1)."

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


UNITED RENTALS: S&P Assigns 'BB-' Rating to $650-Mil. Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue and recovery
ratings to new note issues of UR Financing Escrow Corp., a
subsidiary of U.S.-based construction equipment rental company
United Rentals Inc. (URI, B/Positive/--). "We are assigning the
$650 million offering of secured notes a 'BB-' rating (two notches
higher than the corporate credit rating on URI) and a '1' recovery
rating, indicating our expectation that noteholders would receive
very high (90%-10%) recovery in the event of a payment default. We
are assigning the $1.5 billion offering of senior unsecured notes
a 'B' rating (the same as the corporate credit rating on URI) and
a '4' recovery rating, indicating average (30%-50%) expected
recovery," S&P said.

"At the same time, we affirmed the 'B' rating on the existing
senior unsecured notes issued by URI subsidiary United Rentals
(North America) Inc. (URNA) and removed the issue from CreditWatch
with negative implications," S&P said.

"Any changes that URI announces to the terms of the proposed
notes, including but not limited to debt amounts, could have an
impact on our recovery and issue-level ratings for each debt
instrument," S&P said.

"The proceeds of the new notes will be placed into an escrow
account pending URI's acquisition of RSC Holdings Inc. Upon close,
URI will use the proceeds to pay the cash portion of the
acquisition, refinance RSC's existing senior secured notes, and
pay related fees and expenses," S&P said.

"The ratings on Greenwich, Conn.-based URI reflect our expectation
that URI will likely continue to benefit from improving
fundamentals in the equipment rental industry in 2012. Although we
expect the acquisition of RSC and $200 million in share
repurchases that the company announced in December to increase
leverage to more than 5x, synergies and strong demand could allow
URI to reduce leverage to less than 5x by the end of 2012," S&P
said.

Ratings List

United Rentals Inc.
United Rentals (North America) Inc.
Corporate credit rating                B/Positive/--

Ratings Assigned
UR Financing Escrow Corp.
$650 mil. secured notes                BB-
  Recovery rating                       1
$1.5 bil. sr unsec notes               B
  Recovery rating                       4

Ratings Affirmed, Removed From Watch
                                        To                 From
United Rentals (North America) Inc.
Senior unsecured                       B                  B/Watch
Neg
  Recovery rating                       4                  4


UNITED STATES OIL: To Pay $650,000 Trentelman P-Note on June 30
---------------------------------------------------------------
United States Oil and Gas Corp amended its Promissory Note with an
outstanding principal amount of $650,000 dated April 9, 2009,
issued to J.B. Trentelman.  The Company agreed to pay Mr.
Trentelman all principal and outstanding interest due under the
Note at June 30, 2012, rather than on Dec. 31, 2011.  Interest on
the Note will remain 8% until it matures.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company reported a net loss of $1.3 million in 2010 and a net
loss of $1.5 million in 2009.  The Company reported a net loss of
$2.37 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


VANTIV LLC: S&P Puts 'B+' Corporate Credit Rating on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Symmes Township, Ohio-based Vantiv LLC on
CreditWatch with positive implications.

"We also assigned the company's proposed first-lien senior secured
credit facilities (consisting of a $250 million revolver, $1
billion term loan A, and $465 million term loan B) our preliminary
'BBB-' issue-level rating. The preliminary recovery rating on this
debt is '1', indicating our expectation of very high (90%-100%)
recovery for lenders in the event of a payment default," S&P said.

"The issue-level rating on the existing first-lien senior secured
credit facilities remains unchanged at 'BB-' and the recovery
rating remains at '2', indicating our expectation of  70% to 90%
recovery in the event of a payment default. We will withdraw these
ratings if and when the company completes the proposed
refinancing," S&P said.

"The CreditWatch listing follows Vantiv's clarification over the
timing and potential size of its planned IPO. The company is
targeting a March 2012 launch of an IPO (we expect primary
proceeds will not exceed $500 million), which it intends to use to
partially repay existing first-lien lenders. Simultaneously, and
contingent upon successful execution of an IPO, Vantiv will enter
into new first-lien senior secured credit facilities to complete
the refinancing of its existing debt. Based upon these events, we
expect our calculation of pro forma adjusted leverage to decline
to the low-3x area from the current low-4x area. Furthermore, the
IPO would revise the current ownership structure and alter our
view that sustained deleveraging is unlikely. Therefore, given the
lower leverage range and our assessment of the company's business
risk profile as 'fair' (based on our criteria), we would expect to
raise our corporate credit rating on the company to 'BB' from 'B+'
with the closing of the IPO/refinancing. (Our assessment of
Vantiv's business risk will not change as a part of these
transactions)," S&P said

"Our expectation for a higher recovery value on the new first-lien
credit facilities than on the existing ones reflects our
assumption of less debt outstanding at the time of default in our
simulated default scenario. Also, we have revised our recovery
valuation slightly upwards to reflect better-than-expected
performance, a completed transition from Fifth Third Bank, and a
successful integration of National Processing Company," S&P said.

"If the company receives less than $300 million in IPO proceeds,
resulting in higher-than-expected post-IPO leverage, we may not
raise the corporate credit rating to 'BB', but most likely we
would still raise it to no lower than the 'BB-' level," S&P said.

"Our assessment of Vantiv's current business risk profile as
'fair' reflects the company's consistent operating performance and
solid market position in the U.S. payment processing industry,
which we believe has strong secular growth prospects. These
factors are partially offset by relatively limited geographic
diversity, highly competitive industry conditions (with
substantially larger competitors), and a limited track record as a
stand-alone company. We currently view the company's financial
risk profile as 'aggressive,' with our calculation of adjusted
leverage in the low-4x area," S&P said.

Vantiv provides transaction and payment processing solutions for
merchants, businesses, and financial institutions. The company is
a joint venture of its former parent, Fifth Third Bank (a
subsidiary of Fifth Third Bancorp), and Advent International (51%
owner).

"Resolution of the CreditWatch listing will be predicated upon the
completion of the IPO and refinancing. We will also assess the
company's post-IPO financial policies and governance structure
prior to resolving the CreditWatch," S&P said.


VIASAT INC: S&P Assigns 'B+' Rating on $275-Mil. New Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '4' recovery rating to satellite services and equipment
provider ViaSat Inc.'s proposed $275 million of new senior notes
due 2020. "At the same time, we revised our recovery rating on the
company's existing senior notes due 2016 to '4' from '3'. The
revision reflects the increased amount of unsecured debt due to
the proposed new issuance, which leads to recovery expectations
for this debt falling to the 30%-50% range from the previous 50%-
70% range. ViaSat's 'B+' corporate credit rating remains
unchanged," S&P said.

"We expect proceeds to be used to repay borrowings under the
company's revolving credit facility, which had about $170 million
outstanding as of Dec. 30, 2011, and to increase cash balances. As
a result, we expect total debt to increase by about $100 million,
but debt to EBITDA will remain within our parameters for the
'aggressive' financial risk profile. The ratings on ViaSat also
reflect what we consider a 'weak' business risk profile, which
takes into account the company's relatively recent entry into the
consumer broadband business, which we believe has somewhat
uncertain demand prospects and potential for more intense
competition than the company's government systems and commercial
networks systems. The company has a sustainable position in the
government services segment providing defense network components,
although we believe U.S. federal budget pressures will constrain
growth in this area," S&P said.

Ratings List
ViaSat Inc.

Corporate credit rating            B+/Stable/--

Rating Assigned
$275 mil. senior notes due 2020   B+
Recovery rating                   4

Recovery Rating Revised            To           From
$275 mil. senior notes due 2016   B+
Recovery rating                   4            3


VITRO SAB: Units Face US Bank $311MM Breach of Contract Suit
------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that U.S. Bank NA on
Wednesday hit subsidiaries of Vitro SAB de CV with a breach of
contract suit in New York, seeking to recover more than
$311 million in unpaid principal and interest on notes the company
issued.

U.S. Bank, the indenture trustee for the notes, also wants the
court to block the defendants from shirking their alleged
obligations over the debt through Vitro's insolvency proceedings
in Mexico, Law360 relates.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said $5.1 million in bills were
run up in bankruptcy and hadn't been paid.

                     Mexico Court Approves Plan

Mexican glassmaker Vitro SAB de CV won approval of its
reorganization plan by a judge in Monterrey, Mexico, the company
said in a statement Feb. 7, 2012.

The reorganization was being fought by holders of some of the $1.2
billion in defaulted bonds.  Bondholders were in opposition based
on an argument that the company created $1.9 billion in debt owing
by the parent to subsidiaries and used the affiliates' debt to
vote down opposition from bondholders. Bondholders also opposed
the plan would retain ownership.

Vitro characterized the ad hoc bondholder group as "vulture
investors" who have "an established pattern of highly litigious
behavior."


WHOLE FOODS: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Whole Foods and revised the outlook to positive
from stable.

"The outlook revision reflects that Whole Foods Market Inc.'s
comparable-store sales and profit growth have accelerated in
recent quarters, which we expect may continue in the near term,"
said Standard & Poor's credit analyst Charles Pinson-Rose. He
added, "We now believe there is a greater chance that the company
could outperform our base case forecast on its operating
performance and credit ratios."

"Moreover, Whole Foods has no funded debt, and we do not expect
the company to incur any, since we forecast cash flows from
operations to fund capital spending and dividend payments.
Consequently, we expect the company's adjusted debt will be
composed of the present value of its operating lease commitments.
Since the company's 2012 new stores are relatively smaller and
seemingly more productive than stores it opened in recent years,
we believe profits relative to operating lease commitments could
improve in the near term," S&P said.

"Our positive rating outlook on Whole Foods incorporates our
expectations that the overall sales and profit growth trends
should be strong in the near term and intermediate term. If the
company performs somewhat better than we anticipate, we would
consider a higher rating. If, for example, in 2012, comparable-
store sales increase approximately 8%, total revenue grows about
16%, and our other assumptions are unchanged, EBITDA could be in
the range of $1.05 billion to $1.10 billion and leverage would be
in the mid-2x area. In such a scenario, we may consider a higher
rating. If the company's performance is strong but lease
commitments increase more than we expect, we may still consider a
higher rating because of the company's competitive position as the
leading natural and organic food retailer and its profit growth
potential. However, we would want to make sure that the company's
financial policies would be such that future capital allocations
would ensure that the company maintains credit ratios and
liquidity appropriate with a higher rating," S&P said.

"Conversely, if same -store sales increased at a mid-single-digit
rate and EBITDA only neared 10%--somewhat commensurate with
expected operating lease growth--and we do not expect future
credit ratio enhancement, we would consider a stable outlook," S&P
said.


ZALE CORP: Reports $28.8 Million Net Earnings in Jan. 31 Quarter
----------------------------------------------------------------
Zale Corporation reported net earnings of $28.83 million on
$663.76 million of revenue for the three months ended Jan. 31,
2012, compared with net earnings of $27.21 million on $626.41
million of revenue for the same period during the prior year.

The Company reported a net loss of $112.30 million for the year
ended July 31, 2011, compared with a net loss of $93.67 million
during the prior year.

The Company reported a net loss of $3.03 million on $1.01 billion
of revenue for the six months ended Jan. 31, 2012, compared with a
net loss of $70.67 million on $953.45 million of revenue for the
same period a year ago.

The Company's balance sheet at Jan. 31, 2012, showed $1.25 billion
in total assets, $1.05 billion in total liabilities and $202.29
million in stockholders' investment.

"Because of the importance of the holiday selling period to our
business, the positive same store sales we've achieved over the
past two years is significant," commented Theo Killion, chief
executive officer.  "Our consistent top line growth is a result of
the work we're doing to return the Company to profitability."

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

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

                        http://is.gd/yGeDZu

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


* Harb, Levy & Weiland LLP to Merge with EisnerAmper LLP
--------------------------------------------------------
Harb, Levy & Weiland LLP, a San Francisco-based accounting, tax
and advisory firm, joins forces with EisnerAmper LLP effective
March 1.  Harb, Levy & Weiland staff will continue to be located
at their existing offices in San Francisco, Chicago, and Mumbai,
India.

"A merger with a firm which has the financial services expertise
and reputation for client service enjoyed by Harb, Levy & Weiland
is an important step forward in our strategic plan for targeted
growth," said Charly Weinstein, EisnerAmper Chief Executive
Officer.  "Our ability to provide audit, tax and advisory services
to clients in the financial services and real estate industries,
as well as to high net worth individuals and family offices, is
significantly strengthened; and our clients will benefit from an
even deeper pool of talent in the dynamic financial markets of
California, Chicago and Mumbai," Mr. Weinstein said.

EisnerAmper, a PCAOB-registered and inspected firm, is one of the
largest accounting firms in the nation and is recognized
internationally as one of the premier firms providing audit, tax
and advisory services to a broad array of financial services
entities, public companies, technology and life sciences firms, as
well as closely-held businesses.  Harb, Levy & Weiland focuses on
serving financial services companies, hedge funds, broker-dealers,
real estate entities, family offices and high net worth
individuals.

Commenting on the merger, Harb, Levy & Weiland Managing Partner
John M. Williamson, who will become partner-in-charge of the San
Francisco office of EisnerAmper and a member of its Executive
Committee, said "Our partners recognized that joining forces with
EisnerAmper, and expanding to the financial capital of the world,
is the right opportunity at the right time; and the
entrepreneurial spirit of our firm fits perfectly with the culture
at EisnerAmper."

Upon completion of the merger, EisnerAmper will be providing
services to more than 1300 financial services clients including
hedge funds, private equity and venture funds, broker-dealers,
family offices, and insurance companies.

On a combined basis, revenues will exceed $270 million, and the
firm will have approximately 180 partners and 1300 employees.
EisnerAmper is headquartered in New York and, combined with Harb,
Levy & Weiland, will have offices throughout New Jersey and in the
financial hubs of San Francisco, Chicago, Philadelphia, Mumbai and
the Cayman Islands.

                      About EisnerAmper LLP

EisnerAmper LLP is a full-service accounting and advisory firm and
among the largest in the United States.  It provides audit,
accounting, and tax services, as well as corporate finance,
internal audit and risk management, litigation consulting,
forensic accounting, and other professional advisory services to a
broad range of clients across many industries.  With offices in
New York, California, New Jersey, Pennsylvania, Chicago, Mumbai
and the Cayman Islands, and as an independent member of PKF
International, EisnerAmper serves clients worldwide.


* BOND PRICING -- For Week From Feb. 20 to 24, 2012
---------------------------------------------------

  Company           Coupon  Maturity   Bid Price
  -------           ------  --------   ---------
AMBAC INC            9.375   8/1/2011    12.000
AMBAC INC            9.500  2/15/2021    12.125
AMBAC INC            7.500   5/1/2023    13.000
AMBAC INC            5.950  12/5/2035    13.500
AMBAC INC            6.150   2/7/2087     0.500
AES EASTERN ENER     9.000   1/2/2017    29.000
AGY HOLDING COR     11.000 11/15/2014    29.956
AHERN RENTALS        9.250  8/15/2013    39.500
ALION SCIENCE       10.250   2/1/2015    60.200
AMER GENL FIN        4.625  3/15/2012    98.184
AMER GENL FIN        5.200  5/15/2012    92.883
AMR CORP             9.200  1/30/2012    26.250
AM AIRLN PT TRST    10.180   1/2/2013    67.000
AMR CORP             6.250 10/15/2014    30.250
AMR CORP            10.200  3/15/2020    25.951
AMR CORP             9.880  6/15/2020    27.000
AMR CORP            10.290   3/8/2021    19.100
AMR CORP            10.550  3/12/2021    27.136
AMR CORP            10.000  4/15/2021    26.000
AMR CORP            10.125   6/1/2021    15.500
AMR CORP             9.750  8/15/2021    26.200
AMERICAN ORIENT      5.000  7/15/2015    43.621
BROADVIEW NETWRK    11.375   9/1/2012    89.000
BANKUNITED FINL      3.125   3/1/2034     7.125
BON-TON DEPT STR    10.250  3/15/2014    64.000
CDWC-CALL03/12      11.000 10/12/2015   106.000
CTL-CALL03/12        7.500  2/15/2014   100.030
DIRECTBUY HLDG      12.000   2/1/2017    23.000
DELTA PETROLEUM      3.750   5/1/2037    65.000
DUNE ENERGY INC     10.500   6/1/2012    93.000
EASTMAN KODAK CO     7.250 11/15/2013    27.000
EASTMAN KODAK CO     7.000   4/1/2017    27.750
EASTMAN KODAK CO     9.950   7/1/2018    29.750
ENERGY CONVERS       3.000  6/15/2013    51.500
EVERGREEN SOLAR     13.000  4/15/2015    47.500
FFCB-CALL02/12       3.000 11/29/2021   100.040
FIBERTOWER CORP      9.000 11/15/2012    15.250
GREAT ATLA & PAC     5.125  6/15/2011     1.450
GREAT ATLANTIC       9.125 12/15/2011     1.000
GLB AVTN HLDG IN    14.000  8/15/2013    31.200
GMX RESOURCES        5.000   2/1/2013    58.845
GMX RESOURCES        5.000   2/1/2013    61.000
GLOBALSTAR INC       5.750   4/1/2028    55.375
HAWKER BEECHCRAF     8.500   4/1/2015    22.500
HAWKER BEECHCRAF     9.750   4/1/2017     6.500
HEWLETT-PACK CO      5.250   3/1/2012   100.010
ELEC DATA SYSTEM     3.875  7/15/2023    93.060
HORIZON LINES        6.000  4/15/2017    20.000
LEHMAN BROS HLDG     6.000  7/19/2012    26.630
LEHMAN BROS HLDG     5.000  1/22/2013    25.470
LEHMAN BROS HLDG     5.625  1/24/2013    27.500
LEHMAN BROS HLDG     5.100  1/28/2013    25.630
LEHMAN BROS HLDG     5.000  2/11/2013    26.100
LEHMAN BROS HLDG     4.800  2/27/2013    26.000
LEHMAN BROS HLDG     4.700   3/6/2013    25.300
LEHMAN BROS HLDG     5.000  3/27/2013    24.987
LEHMAN BROS HLDG     5.750  5/17/2013    27.000
LEHMAN BROS HLDG     4.800  3/13/2014    26.680
LEHMAN BROS HLDG     5.000   8/3/2014    24.000
LEHMAN BROS HLDG     6.200  9/26/2014    27.750
LEHMAN BROS HLDG     5.150   2/4/2015    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    25.760
LEHMAN BROS HLDG     8.800   3/1/2015    25.625
LEHMAN BROS HLDG     7.000  6/26/2015    24.000
LEHMAN BROS HLDG     8.500   8/1/2015    26.100
LEHMAN BROS HLDG     5.000   8/5/2015    25.630
LEHMAN BROS HLDG     7.000 12/18/2015    26.375
LEHMAN BROS HLDG     5.500   4/4/2016    26.750
LEHMAN BROS HLDG     8.920  2/16/2017    26.000
LEHMAN BROS HLDG    11.000  6/22/2022    25.750
LEHMAN BROS HLDG    11.000  7/18/2022    26.500
LEHMAN BROS HLDG    11.500  9/26/2022    25.750
LEHMAN BROS INC      7.500   8/1/2026     3.000
LEHMAN BROS HLDG    11.000  3/17/2028    26.250
LOCAL INSIGHT       11.000  12/1/2017     0.501
LIFECARE HOLDING     9.250  8/15/2013    79.360
MASHANTUCKET PEQ     8.500 11/15/2015     5.025
MF GLOBAL HLDGS      6.250   8/8/2016    34.000
MF GLOBAL LTD        9.000  6/20/2038    33.125
MANNKIND CORP        3.750 12/15/2013    56.500
ARVINMERITOR         8.750   3/1/2012   100.125
PMI GROUP INC        6.000  9/15/2016    22.125
PENSON WORLDWIDE     8.000   6/1/2014    40.475
POWERWAVE TECH       3.875  10/1/2027    38.310
POWERWAVE TECH       3.875  10/1/2027    38.259
REDDY ICE CORP      13.250  11/1/2015    45.660
REAL MEX RESTAUR    14.000   1/1/2013    45.900
RESIDENTIAL CAP      6.500   6/1/2012    90.500
RESIDENTIAL CAP      6.500  4/17/2013    58.000
ISTAR FINANCIAL      5.150   3/1/2012   100.000
TARGET CORP          5.875   3/1/2012   100.032
THORNBURG MTG        8.000  5/15/2013    11.750
TOUSA INC            9.000   7/1/2010    12.967
TOUSA INC            9.000   7/1/2010    13.000
TRAVELPORT LLC      11.875   9/1/2016    32.000
TRAVELPORT LLC      11.875   9/1/2016    31.375
TIMES MIRROR CO      7.250   3/1/2013    36.260
MOHEGAN TRIBAL       8.000   4/1/2012    82.000
MOHEGAN TRIBAL       7.125  8/15/2014    63.750
TEXAS COMP/TCEH      7.000  3/15/2013    45.000
TEXAS COMP/TCEH     10.250  11/1/2015    27.875
TEXAS COMP/TCEH     10.250  11/1/2015    30.000
TEXAS COMP/TCEH     10.250  11/1/2015    29.000
VERENIUM CORP        5.500   4/1/2027    95.250
VERENIUM CORP        5.500   4/1/2027    94.737
VERSO PAPER         11.375   8/1/2016    45.250
WILLIAM LYONS        7.625 12/15/2012    30.000
WILLIAM LYON INC    10.750   4/1/2013    28.000
WILLIAM LYON INC     7.500  2/15/2014    29.000
WASH MUT BANK FA     5.650  8/15/2014     0.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  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 $775 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 Christopher
Beard at 240/629-3300.


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