Beard Group Corporate Restructuring Review For December 2012

Presented by Beard Group, Inc. P.O. Box 4250 Frederick, MD 21705-4250 Voice: (240) 629-3300 Fax: (240) 629-3360 E-mail: nina@beard.com

An audio recording of this presentation is available at http://bankrupt.com/restructuringreview/

____________________________________________________ Welcome to the Beard Group Corporate Restructuring Review for December 2012, brought to you by the editors of the Troubled Company Reporter and Troubled Company Prospector. In this month's Corporate Restructuring Review, we'll discuss five topics: first, last month's largest chapter 11 filings and other statistics; second, large chapter 11 filings TCR editors anticipate in the near-term; third, a quick review of the major pending disputes in chapter 11 cases that we monitor day-by-day;

fourth, reminders about debtors whose emergence from chapter 11 has been delayed; and fifth, information you're unlikely to find elsewhere about new publicly traded securities being issued by chapter 11 debtors. December 2012 Mega Cases

Now, let's review the largest chapter 11 cases in December 2012. Danilo Muoz reports that large Chapter 11 filings continue to decrease since 2010. In December 2012, there were four bankruptcies involving companies with more than $100 million in assets. While this is a slight increase from the three mega filings in November, the figure is way down compared to October, when six such hundred-million dollar cases were commenced. For the first 12 months of 2012, there were a total of 64 mega filings with assets in excess of $100 million, compared to 82 during the same period in 2011 and 106 in 2010. Of the December filings, Edison Mission Energy reported more than $1 billion in assets. Specifically, Edison Mission Energy listed total assets of $5.13 billion and $5.09 billion in total liabilities in its Chapter 11 petition. For fiscal year 2012, a total of 12 companies sought Chapter 11 with excess of $1 billion in assets; five of those filed in May. Edison Mission Energy or E-M-E is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling
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energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection on Dec. 17, 2012, with the Bankruptcy Court for the Northern District of Illinois [case number 12-49219]. EME reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public debt and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The second largest Chapter 11 filing was LCI Holding Company Inc. The company, which does business as LifeCare Hospitals, disclosed assets of $422 million and liabilities totaling $575.9 million as of Sept. 30, 2012. LifeCare and its affiliates have agreed to sell their assets to their existing lenders in exchange for debt, absent higher and better offers in an auction. The secured lenders have also agreed to provide financing for the Chapter 11 effort. LifeCare operates eight "hospital within hospital" facilities and 19 freestanding facilities in 10 states. The hospitals have about 1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle Group, which
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holds 93.4 percent of the stock following a $570 million acquisition in August 2005. LifeCare and its affiliates sought Chapter 11 protection on Dec. 11, 2012, with the Bankruptcy Court for the District of Delaware [case number 12-13319]. The third largest Chapter 11 filing was by THQ Inc., a worldwide developer and publisher of interactive entertainment software, which listed $204.8 million in total assets and $248.1 million in total liabilities. THQ develops its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles County, California, THQ sells product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection on Dec. 19, 2012, also with the Delaware Bankruptcy Court [lead case number 12-13398]. THQ has a deal to sell its video-game development business to Clearlake Capital Group LP for about $60 million, absent higher and better offers at an auction proposed for January 2013. Clearlake and existing lender Wells Fargo Capital Finance LLC are providing $10 million of DIP financing. Hospital operator Interfaith Medical Center Inc. filed for Chapter 11 bankruptcy on Dec. 2, 2012, disclosing total assets of $142.4 million and liabilities of $341 million. Interfaith operates a 287-bed hospital on Atlantic Avenue in Bedford-Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. Interfaith Medical Center filed for Chapter 11 protection on Dec. 2, 2012, with the U.S. Bankruptcy Court for the Eastern
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District of New York in Brooklyn [case number 12-48226, before Judge Jerome Feller].
L a r g e C h a p t e r 11 C a s e s f o r 2 0 12 ( $ in M il.) T o tal A s s ets P re p a c k a g e d o r G r e a t e r t h a n P r e - N e g o t ia t e d M o nth J a nu a ry F e b rua ry M a rch A p r il M ay June J u ly A ug ust S ep tem b er O cto b er N o vem b er D ecem b er T o tal $ 10 0 t o $ 5 0 0 7 7 3 4 4 1 1 4 3 5 2 3 44 $ 5 0 0 t o $ 1,0 0 0 2 1 1 1 0 0 0 1 0 1 1 0 8 $ 1,0 0 0 0 0 1 1 5 0 3 1 0 0 0 1 12 1 1 0 1 3 0 2 2 0 1 2 1 14 C ases T o tal N o . o f C ases 9 8 5 6 9 1 4 6 3 6 3 4 64

Interfaith officials said they had no choice but to file for Chapter 11 bankruptcy reorganization, given the hospital's precarious financial situation. But they said the hospital had a better chance of surviving in the long term if the state would guarantee it about $20 million in what is known as debtor-in-possession financing to underwrite its operating costs during the reorganization.

Edison Mission Energy's case was pre-negotiated. For fiscal year 2012, 14 of the 64 mega cases involved prepackaged or prenegotiated Chapter 11 filing, or about 22% of the mega cases. For 2011, 13 of the 83 mega cases involved a prepackaged Chapter 11 plan as of the Petition Date -- or about 16% of the large Chapter 11 filings. For fiscal year 2010, a total of 35 prepacks/pre-arranged cases were filed out of the 106 bankruptcy mega cases -- or about one in every three filings in 2010. For the first 11 months of 2012, the manufacturing industry continues to lead mega filings with 10, followed by information industry with 8 and finance industry with 7 mega filings. For the first 12 months of 2012, the Bankruptcy Court for the Southern District of New York was the most favored venue for mega filers with 21, wresting away the lead from the Bankruptcy Court for the District of Delaware with 19 mega filings.
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In 2011, the Delaware Bankruptcy Court was the most favored of bankruptcy mega cases with 38 filings, or 46% of the mega cases, followed by the Southern District of New York with 16 filings, or 19% of the mega cases, and by the Northern District of Texas with 4 filings, or 5% of the mega cases. The rest of the bankruptcy mega cases are spread evenly throughout the various bankruptcy courts. Lehman Brothers Holding Corp. remains the biggest corporate bust in history. Lehman, which filed in 2008, had $639 billion in total assets and $613 billion in total debts at that time of its filing. For 2011, the largest Chapter 11 filing was filed by MF Global Holdings Ltd. and its affiliates. As of Sept. 30, 2011, MF Global had $41.05 billion in total assets and $39.68 billion in total liabilities. For 2012, the largest Chapter 11 filing was by Residential Capital LLC, which disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. The law firm of Young Conaway Stargatt & Taylor LLP is involved in five of the hundred-million dollar Chapter 11 cases for 2012. This is tops among law firms. DLA Piper LLP is second, with three. Fifteen other law firms serve as counsel or co-counsel in two mega filings cases for 2012. Young Conaway represents Journal Register Company, Southern Air Holdings, Contract Research Solutions, Arctic Glacier and Buffets Inc. DLA Piper represents Starlight Investments, Reddy Ice and Trident Microsystems.

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Anticipated Large Chapter 11 Filings

Now, let's turn to the topic of large chapter 11 filings Troubled Company Reporter editors anticipate in the near-term. Carlo Fernandez identified four companies that may be close to filing for bankruptcy: Geokinetics, LodgeNet Interactive, Dex One, and Merrill Corp.

(A) Geokinetics Geokinetics Inc. didn't make a $14.6 million interest payment due Dec. 15 on senior secured notes and is in discussions with creditors on a restructuring to be carried out through a Chapter 11 filing. The geophysical service company said talks are about converting the notes to stock while swapping existing preferred stock for cash or out-of-the-money warrants. Houston-based Geokinetics acknowledged that the restructuring is "likely" to be carried out in bankruptcy court. Geokinetics had assets of $410 million and liabilities of $580 million at June 30. Standard & Poor's Ratings Services cut the company's corporate credit rating to 'D' following the missed payment.

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(B) Lodgenet Interactive LodgeNet Interactive Company missed a $10 million payment on a term loan due Dec. 31 and a week later reached a deal where Colony Capital LLC would take over control via a Chapter 11 process. Colony and other investors will invest $60 million of new capital in the provider of Internet and cable TV provider to more than 1.9 million hotel rooms worldwide. LodgeNet is currently soliciting votes on a pre-packaged plan of reorganization. Holders of trade and other general unsecured claims will receive full payment in cash. Holders of common shares and series B preferred stock won't receive anything and will have their interests cancelled. The agreement was signed early January and required LodgeNet to seek bankruptcy within 40 days. LodgeNet expects confirmation of the prepackaged plan just within 45 days after the Chapter 11 filing. Sioux Falls, South Dakota-based LodgeNet had $292 million in assets and $449 million in liabilities as of Sept. 30, 2012. Miller Buckfire & Co. LLC, a wholly-owned subsidiary of Stifel Financial Corp., FTI Consulting, Inc. and Moorgate Securities LLC serve as financial advisors to LodgeNet. Weil, Gotshal & Manges LLP act as restructuring legal counsel and Leonard, Street and Deinard acted as corporate legal counsel to the Company. Guggenheim Securities, LLC served as financial advisor to Colony Capital, and Liner Grode Stein Yankelevitz Sunshine
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Regenstreif & Taylor LLP and Sullivan & Cromwell LLP provided legal counsel. Akin Gump Strauss Hauer & Feld LLP and CDG Group, LLC act as advisors to the agent for the lenders. (C) Dex One Dex One Corp. and SuperMedia Inc. in August 2011 announced an agreement to combine in a stock-for-stock merger of equals. The parties expected the parties to complete the merger by the fourth quarter of 2012, but the plan to form a new company, to be named Dex Media, has not been completed. The transaction required credit agreement amendments with both companies' lenders. In December, the merging parties reached an agreement with a steering committee representing senior lenders on a revised set of amendments. But unanimous consent has not yet been received. Dex One and SuperMedia did say that in the event the companies obtain sufficient, but not unanimous, support from the remaining lenders, either or both companies may seek to finalize credit agreement amendments and complete the merger by means of a pre-packaged bankruptcy. The merging parties also said they will also seek approval from their respective shareholders for the proposed merger and the pre-packaged bankruptcy plan, if the pre-packaged plan becomes necessary to secure the credit agreement amendments.
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On December 20, Dex One received signature pages to a support agreement from sufficient lenders such that more than half in number (but not all) of the holders, and more than twothirds in amount, of the debt issued under each of the Dex One credit facilities have become parties to the support agreement. As a result, the number of lenders (and amount of debt) contractually obligated to vote in favor of certain voluntary prepackaged plans under Chapter 11 of the U.S. bankruptcy code that would effect the contemplated merger exceeds the thresholds required for approval of such pre-packaged plans by such creditors under applicable bankruptcy law. The two companies said Dec. 21 that the board of directors of either company has not yet approved a Chapter 11 filing. In the meantime, the two companies intend to (i) continue to seek joinders for the support agreement, (ii) continue to seek consents to certain amendments to the credit facilities, and (iii) solicit approval of the a potential prepackaged plan. Dex One expects these solicitations to commence in the first quarter. Houlihan Lokey is acting as financial advisor to Dex One, and Kirkland & Ellis LLP is acting as its legal counsel. Morgan Stanley & Co. LLC and Chilmark Partners are acting as financial advisors to SuperMedia, and Fulbright & Jaworski L.L.P and Cleary Gottlieb Steen & Hamilton LLP are acting as its legal counsel. The combined company estimates it will realize $150 million to $175 million of annual run rate cost synergies by 2015 due to scale efficiencies;

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(D) Merrill Corp Merrill Corp., a provider of document, data management and litigation support services for the legal and financial services industries, failed to pay a $33 million revolving credit and a $374 million first-lien term loan when they matured on Dec. 22. "We believe the company is engaged in negotiations with its lenders to restructure its current debt maturities," said Standard & Poor's Ratings Services, which lowered its corporate credit rating on Merrill to 'D'.

In addition to the challenged companies mentioned in Mr. Fernandez's report, the Troubled Company Reporter provides ongoing reporting about more than 3,000 companies experiencing financial distress or restructuring their balance sheets in a judicial proceeding. Stay tuned to learn more about obtaining a trial subscription to the TCR at no cost or obligation.

Major Pending Disputes In Chapter 11 Cases Next, we'll quickly review major pending disputes in large chapter 11 cases that Troubled Company Reporter editors monitor day-by-day.

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(A) Lehman Brothers Ivy Magdadaro updates on one of the disputes involving Lehman Brothers. In December 2012, Lehman got approval from the bankruptcy court in Manhattan of a deal with Citigroup that would settle a dispute over $1 billion in collateral. The deal requires Citigroup to pay $360 million to the Lehman brokerage and forgo its claim to $75million. It also calls for the dismissal of a lawsuit James Giddens, the trustee appointed to liquidate the brokerage, filed against Citigroup in early 2011. The Lehman brokerage unit made a deposit of more than $1 billion in its last week of operations in exchange for the services provided by Citigroup. Mr. Giddens sued Citigroup in 2011 to recover the deposit, which he said should be a part of an asset pool to be distributed among creditors. The case is Lehman Brothers Inc. v. Citibank, N.A., Citigroup Inc., Citigroup Global Markets, Inc., Citibank Japan Ltd., Citibank Europe PLC, Citibank International PLC, Citigroup Pty Limited, Banco de Chile, Banco Nacional de Mexico SA, Citibank del Peru SA, Bank Handlowy, ZAO KB Citibank, Citibank AS, Citibank Maghreb and Citibank Affiliates 1-5 (Adv. Proc. No. 11-01681). In other news, Barclays Plc recently filed a 90-page brief urging the U.S. Court of Appeals for the Second Circuit to uphold a June 2012 ruling by U.S. District Judge Katherine B. Forrest who concluded that the bankruptcy judge was wrong in requiring Barclays to pay $1.5 billion to the Lehman Brothers Inc. trustee.

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Mr. Gidden, the Lehman trustee, previously said in his brief that the Second Circuit appeals court in Manhattan should reinstate a ruling from the bankruptcy judge giving him $1.5 billion. The London-based bank believes it is entitled to keep the $1.5 billion and recover even more from the Lehman trustee. The appeal revolves around a clarification letter that wasn't even written when the bankruptcy judge approved sale of Lehman's North American brokerage business to Barclays in September 2008. Barclays says it paid $50 billion for the Lehman brokerage "amidst a worldwide financial crisis." Mr. Giddens argued that due process was violated because the parties changed material terms of the sale without bankruptcy court approval. Barclays noted in its brief in early January 2013 how the clarification letter was treated by the parties as part of the agreement for a full year afterwards. The Lehman trustee will file another brief. The date for oral argument in the circuit court is yet to be fixed. The Barclay appeal in the court of appeals is Giddens v. Barclays Capital Inc. (In re Lehman Brothers Holdings Inc.), 122328, U.S. Second Circuit Court of Appeals (Manhattan). The Barclay appeal in district court was Barclays Capital Inc. v. Giddens (In re Lehman Brothers Inc.), 11-6052, U.S. District Court, Southern District New York. (B) Tribune Former employees and shareholders of Tribune Co. will remain involved in litigation with creditors in the coming years even as the media company emerged from Chapter 11 protection on Dec. 31.
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The reorganized company will have a new board of directors and new ownership that includes senior creditors Oaktree Capital Management, Angelo, Gordon and Co., and JP Morgan Chase and Co. It has acquired a $1.4 billion exit credit facility. Founded in 1847, Tribune Co publishes most of the bestknown newspapers in the U.S., like the Los Angeles Times, The Baltimore Sun and the Chicago Tribune. The company sought for bankrupty protection in 2008, less than a year after billionaire developer Sam Zell led an $8 billion leveraged buyout that left the company with $13 billion in debt. Those involved in the 2008 LBO, including former Tribune executives/directors/officers, are among the creditors' targets in previous lawsuits. Other rank-and-file employees who got compensation related to the LBO are also targets for the litigation. These LBO-litigation could pick up now that Tribune Co. has exited bankruptcy protection. (C) Tronox Closing arguments were held on Dec. 12 in a billion-dollar lawsuit of Tronox Inc. creditors against former Tronox parent, Kerr-McGee Corp., now a unit of Anadarko Petroleum Corp. The plaintiffs are seeking $14 billion in damages. Tronox claims that the environmental liabilities Kerr-McGee left it when the company was spun off drove it into bankruptcy. The trial in the lawsuit started in May later and ended in November. Judge Allan Gropper is expected to issue a ruling on the matter in the coming weeks.

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Back in May 2009 when the lawsuit was filed, Tronox creditors alleged that Tronox was spun off from the parent company to shed off billion dollar environmental and retiree liabilities, resulting in Tronox to end up with unprofitable assets. The U.S. government has since sided with Tronox's allegations. In May last year, charges have been dismissed as to Anadarko Petroleum. The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.), 09-1198 (S.D.N.Y.). Delayed Exits From Chapter 11 After four years in bankruptcy, Tribune Co., finally exited Chapter 11 protection on Dec. 31, 2012, Julie Anne Lopez-Toledo reports. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company, which filed for bankruptcy protection on December 8, 2008. According to Tribune CEO Eddy Hartenstein, "Tribune emerges from the bankruptcy process as a multi-media company with a great mix of profitable assets, strong brands in major markets and a much-improved capital structure." As part of its Chapter 11 exit, Tribune will receive a new $1.1 billion loan to fund certain required payments under the restructuring plan, and a new $300 million credit facility for ongoing operations, according to the company.

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Tribune will issue about 100 million shares of new stock to former creditors, and new warrants to purchase shares of new stock. "In accordance with our restructuring plan, Tribune's subsidiary creditors and vendors are receiving payment in full -100% recovery of what they are owed," Mr. Hartenstein said. Tribune also announced its new board of directors that includes Mr. Hartenstein and Peter Liguori, former executive of News Corp. and Discovery Communications, who is expected to be named CEO. Besides Messrs. Hartenstein and Liguori, new directors include Peter Murphy, Ross Levinsohn, Bruce Karsh, Ken Liang and Craig Jacobson. Tribune said the new board planned to hold its first meeting "in the next several weeks." Mr. Hartenstein will remain CEO until the new board names a new management team. Earlier, Tribune, which owns 23 television stations and eight daily newspapers including Los Angeles Times and Chicago Tribune, has reportedly approached bankers about selling its papers. Veteran newspaper analyst John Morton, President of Morton Research, estimated the Los Angeles Times could fetch $130 million at an auction while the Chicago Tribune could garner $86 million in a sale. Alan Mutter, a former newspaper editor who is now a media consultant, said Tribune is likely to divest some or all publishing properties, either individually or as a group.
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Tribune is expected to focus on building its TV operations. Horizon Media analyst Brad Adgate said WGN America, which is owned by Tribune, could expand its base by 20 million to 25 million homes if it adds original programming to its lineup. Tribune's TV operations are estimated to account for $2.85 billion of its $7 billion valuation while its publishing assets are estimated to represent $623 million, according to a report by Lazard, the company's financial adviser. Other strategic assets, including the jobs website CareerBuilder and cable channel Food Network, were found to be worth $2.26 billion. In November 2012, Tribune received regulatory approval from the Federal Communications Commission to transfer its broadcast licenses to its new owners. The FCC approved the license transfers and granted waivers so the company could keep newspapers and nearby television stations in five markets. The approval is one of the two steps Tribune needed to emerge from bankruptcy protection. In July, the company obtained an order from the U.S. Bankruptcy Court for the District of Delaware, which confirmed the restructuring plan. * * *

The Troubled Company Reporter provides detailed reporting about every chapter 11 filing nationwide. Stay tuned to learn more about obtaining a trial subscription to the TCR at no cost or obligation.

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New Publicly Traded Securities Psyche Maricon Castillon reports of six companies who issued or will issue shares of new common stock upon emergence pursuant to the plans of reorganization they filed in their Chapter 11 cases in December 2012. These are: Ahern Rentals, Hawker Beechcraft, Homer City Funding, Global Aviation Holdings, NewPage, and Ampal-American Israel. (A) Ahern Rentals Ahern Rentals filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement, which provide payment in full of each holder of an Allowed Administrative Claim and an Allowed Priority Tax Claim. The Bankruptcy Court overseeing Ahern Rental's case, however, terminated the debtor's exclusivity periods, allowing other parties, including creditors, to submit a reorganization plan for the company after the judge determined that he saw no progress in resolving flashpoints between the company and its creditors. Creditors have consistently stressed the need for Company CEO Don Ahern to at least surrender a substantial portion of his 97% ownership as part of a repayment package. The Plan offers Term Lenders 20% on what the Debtor previously and reportedly has acknowledged as oversecured Term Loan Claims.The Plan offers the Second Lien Noteholders(1) a $0.50 cash out offer or (2) an $18.5 million note bearing interest at 6% due in 7 years, and an unsecured deficiency claim of $249.2 million. The deficiency claim inexplicably is classified separately from other general unsecured creditors and is offered a 7-year "plan payment obligation" accruing interest at 2%, with no cash payments for 5years, and
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then cash interest payments for only 2 years. In contrast, the general unsecured claims are offered a two-year payout without interest and a waiver of avoidance actions if the Plan is accepted, or an amortizing five-year note at 2% interest if the Plan is not accepted. As to interest rates, the Plan offers Senior Secured Notes 4.25%, Junior Secured Notes 6%,0 while the most risky unsecured claims are offered only 2%. Equity, however, rides through unscathed and retains its full interests. (B) Hawker Beechcraft The U.S. Bankruptcy Court approved Hawker Beechcraft Acquisition Company's Disclosure Statement relating to its Amended Joint Chapter 11 Plan of Reorganization and scheduled a January 31, 2013 confirmation hearing. According to the Disclosure Statement, the Plan does not contemplate the substantive consolidation of the Debtors' estates. Instead, the Plan, although proposed jointly, constitutes a separate plan for each of the 18 Debtors in these Chapter 11 Cases. Holders of Allowed Claims or Interests against each of the Debtors will receive the same recovery provided to other Holders of Allowed Claims or Interests in the applicable Class and will be entitled to their share of assets available for distribution to such Class. The feasibility of the Plan is premised upon, among other things, HBI's ability to achieve the goals of its long-range business plan, make the distributions contemplated under the Plan, and pay certain continuing obligations in the ordinary course of Reorganized HBI's business. Specifically, the plan offers 81.9% of new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Taking into account the distribution from their
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unsecured deficiency claims, holders ofthe senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan, according to the disclosure statement. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. The recovery by senior noteholders is larger because they benefit from the subordination of $308 million in subordinated notes. The subordinated noteholders receive nothing. The aircraft manufacturer's emergence from bankruptcy will be financed with a $530 million credit, consisting of a $330 million term loan and a $200 million revolving credit. Total debt for borrowed money is $2.55 billion. Other claims include pensions underfunded by $493 million. The plan is supported by the official creditors' committee and backed by a"substantial majority" of holders of the senior credit and a majority of holders of senior notes. (C) Homer City Funding The U.S. Bankruptcy Court approved Homer City Funding's Disclosure Statement and confirmed its Plan of Reorganization. The Plan transfers ownership to an entity controlled by GECC and MetLife. The new owner will issue new bonds in exchange for the existing bonds. The new bonds will be in a principal amount equal to the outstanding principal and unpaid interest on the old bonds at the non-default rate. The new bonds have the same interest rates. Interest on the new bonds can be
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paid by issuing more bonds through April 2014. The new bonds have the same maturities. The limited liability company, which was formed as a special purpose entity to issue existing bonds, filed for Chapter 11 protection on November 6, 2012, listing $1.2 billion in assets. (D) Global Aviation Holdings The U.S. Bankruptcy Court confirmed Global Aviation Holdings' First Amended Joint Plan of Reorganization and simultaneously approved the global settlement between the Debtors, the ad hoc group of senior secured noteholders, the second lenders, the creditors' committee, the International Brotherhood of Teamsters, the Air Line Pilots Association and the Transport Workers' Union. The Company, which operates charter flights for the United States military through Air Mobility Command, filed for bankruptcy on February 5, 2012, listing $690 million in total pre-petition assets. The Debtor negotiated the plan with senior lenders where secured noteholders owed $111.4 million were to receive 75% ownership of the reorganized company. Unsecured creditors and second-lien noteholders originally were to receive nothing. Pursuant to a court-approved settlement: * Second-lien creditors will receive stock appreciation rights where they will receive the value of 3% of the stock if the company is sold within five years. They will also receive warrants to purchase 21% of the stock at exercise prices based on
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enterprise values ranging from $238.5 million to $363 million. Finally, second-lien creditors will split up $40,000. * Unsecured creditors will divide $210,000 in cash. * The estimated recovery by senior secured lenders is reduced to 75% from 78%. In addition to stock, senior secured creditors will receive a new $40 million, five-year second-lien note bearing interest at 3% payable with more notes. The senior creditors will also receive whatever is left after a new $95 million first-lien loan pays off about $91 million in financing for the reorganization. * Incentive stock awards to company managers are reduced from10% of the stock to 6%. (E) NewPage NewPage received confirmation of its Fourth Amended Joint Chapter 11 Plan and subsequently emerged from bankruptcy. In conjunction with the Plan, NewPage closed on its exit financing, consisting of a $500 million term loan facility led by Goldman Sachs Lending Partners LLC and a $350 million revolving credit facility led by J.P. Morgan Securities LLC. The Chapter 11 Plan consists of 12 separate chapter 11 Plans -- one Plan for each of the Debtors that will emerge as a reorganized entity. Under the Plan, first-lien creditors are in line for 56.6% recovery by receiving all the new stock in exchange for debt under the confirmed plan. Second-lien noteholders and some unsecured creditors will recover on a pro rata basis from $30
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million in cash and the first $50 million collected by a litigation trust. Holders of $1.06 billion in second-lien debt are projected to recover 5.9%. Depending on which election some creditors make, the recovery by holders of $29.3 million in unsecured claims is5.3%. Trade suppliers with $21.4 million in claims who agree to provide credit in the future will receive 15% on their claims over two years. Holders of $207.9 million in senior subordinated debt are projected for a 0.2% recovery. After the initial $50 million from the trust, additional distributions will be shared by the first- and second-lien noteholders and some unsecured creditors. NewPage will fund the litigation trust with $40 million in cash and specified lawsuit recoveries. NewPage is to loan the trust $5 million to pay administrative expenses. The official creditors' committee supported the plan. (F) Ampal-American Israel Ampal-American Israel's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a Chapter 11 Plan and Disclosure Statement. Pursuant to the Plan, distributions to holders of Allowed General Unsecured Claims against the Debtor's Estate in satisfaction of each such holder's Claim will be the Pro Rata share (after payment in Cash out of funds held in the Series B Deposit Account and the Series C Deposit Account) of either (i) 100% of the Preferred Stock of the Reorganized Debtor or (ii) the Cash Payment if the Equity Buyout Option is exercised. The funds held in the Series B Deposit Account and the Series C Deposit Account, respectively, will be distributed Pro Rata to the holders
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of the Series B and Series C Debentures, respectively. The Plan does not provide for any distribution to Intercompany Claims, however, the Reorganized Debtor will have the right to adjust, reinstate, cancel, extinguish, or pay such claims. Specifically, the Plan proposes to pay unsecured creditors by giving them all of the new preferred stock with a total stated value equal to all unsecured claims. The stock will pay 5% dividends. Shareholders will retain existing common stock. Within 90 days of emergence from bankruptcy, creditors will have the option of requiring the company to purchase the preferred stock for 75% of face value. If the so-called put is elected up until the first anniversary of plan approval, the repurchase price is 65% of stated value. The company will have the right to buy the preferred stock at the same prices. * * *

That ends the Beard Group Corporate Restructuring Review for December 2012, brought to you by the editors of the Troubled Company Reporter and Troubled Company Prospector. If you'd like to receive the Troubled Company Reporter for 30-days at no cost -- and with no strings attached -- call Nina Novak at (240) 629-3300 or visit bankrupt-dot-com-slash-free-trial and we'll add you to the distribution list. That telephone number, again, is (240) 629-3300 and that Web site address, again, is bankrupt-dot-comslash-free-trial. Tune in to our next monthly Restructuring Review on February 16th. Thank you for listening.

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