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Beard Group Corporate Restructuring Review For April 2012

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

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Welcome to the Beard Group Corporate Restructuring Review for April 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.

April 2012 Mega Cases

Now, let's review the largest chapter 11 cases in April 2012.

Danilo Muñoz reports the number of mega Chapter 11 filings in April 2012 continued to drop as compared to previous months. Only four large Chapter 11 filings with assets in excess of $100 million were filed in April 2012, compared to five in March, eight in February and nine in January.

For the first four months of 2012, there were 26 mega filers, or an average of 6 per month, the same number as that of the first four months of 2011. During the first four months of 2010, there were 41 mega filers, or an average of 10 per month.

The largest Chapter filing for April 2012 was by Reddy Ice Holdings, Inc., which manufactures and distributes packaged ice in the United States. As of Dec. 31, 2011, Reddy Ice had assets totaling $434 million and total liabilities of $531 million.

Reddy Holdings and debtor-affiliate Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions with the Bankruptcy Court for the Northern District of Texas [case numbers 12-32349 and 12-32350] before Judge Stacey Jernigan.

Reddy Ice filed a prepackaged plan of reorganization and accompanying disclosure statement to complete a previously

announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. The Bankruptcy Court in Dallas will convene a hearing on May 18, 2012, to consider adequacy of the Disclosure Statement and confirmation of the Debtors’ Chapter 11 Plan.

The second largest Chapter 11 filing was by Jersey City, New Jersey-based Liberty Harbor Holding, LLC, which along with two affiliates, sought Chapter 11 protection on April 17, 2012, with the Bankruptcy Court for the District of New Jersey [lead case number 12-19958] before Judge Novalyn Winfield.

Liberty Harbor Holding and its affiliates are behind the 80- acre Jersey City waterfront development Liberty Harbor. The Debtors, as of April 16, 2012, had total assets of $350 million, comprising of $350 million of land, $75,000 in accounts receivable and $458 cash. Liberty Harbor says it has $3.62 million of debt, consisting of accounts payable of $73,500 and unsecured non- priority claims of $3,540,000.

There were also two companies that filed for Chapter 11 with estimated assets and liabilities of $100 million to $500 million:

Velo Holdings Inc. and the Northern Mariana Islands Retirement Fund.

Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy on April 2, 2012, with the Bankruptcy Court for the Southern District of New York [case numbers 12-11384 to 12-11386 and 12-11388 to 12- 11398] before Judge Martin Glenn.

V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom.

The Northern Mariana Islands Retirement Fund is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition on April 17, 2012, with the U.S. District Court for the Northern District of Mariana Islands in Saipan [Case No. 12-00003].

In addition to the Chapter 11 mega cases, liquidators of Starlight Investments Limited filed a Chapter 15 petition on April 16, 2012, with the Bankruptcy Court in Manhattan [case number 12-11566]. Starlight is estimated to have assets of $100 million to $500 million, and debts of $500 million to $1 billion.

London, England-based Starlight ceased operations in 2008 when receivers were appointed by lender Norwich Union Mortgage Finance Limited. Starlight was placed into creditors' voluntary liquidation in April 2009.

Reddy Ice's bankruptcy represents the third prepackaged filing this year and the first since February. For the first four months of 2012, only 3 of the 26 mega cases -- about 12% -- involved a plan of reorganization being filed together with the Chapter 11 petition or a debtor striking a pre-petition deal with key creditors allowing for the bankruptcy filing with the plan to be filed a few days into the case.

For 2011, 13 of the 82 mega cases involved a prepackaged Chapter 11 plan as of the Petition Date -- or about 16%. 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 four months of 2012, the real estate, finance and manufacturing industries lead with three mega filers each, while information, transportation and the retail industries have two mega filings each.

For the first four months of 2012, the Bankruptcy Court for the Southern District of New York was the most favored venue for mega filers with eight, closely followed by Delaware with six.

For 2011, the Delaware Bankruptcy Court landed most of the mega cases with 38 filings, or 46%, followed by the Southern District of New York with 16 filings, or 19%, and by the Northern District of Texas with 4 filings, or 5%.

This year, the largest Chapter 11 filing is by Bahrain-based Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., which sought Chapter 11 protection on March 19, 2012, with the Manhattan Bankruptcy Court [Lead Case No. 12- 11076]. The Arcapita Group owns assets valued at roughly $3.06 billion and has liabilities of roughly $2.55 billion.

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.

Lehman Brothers Holding Corp.'s 2008 bankruptcy remains the biggest corporate bust in history. Lehman had $639 billion in total assets and $613 billion in total debts at that time of its filing.

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. These are Champion Industries, Dewey & LeBoeuf, Houghton Mifflin Harcourt Publishers, and Essar Steel Algoma.

(A) Champion Industries

Champion Industries Inc. says it continues to have ongoing dialogue with Fifth Third Bank and the syndicate of banks with respect to a forbearance agreement regarding the events of default or an amendment/restructuring of the existing debt.

A total of $43 million of current and long-term debt and outstanding revolving line of credit borrowings are subject to accelerated maturity and, as such, the lenders may, at their option, give notice to the Company that amounts owed are immediately due and payable.

The forbearance agreement expired at the close of business on April 30, and Fifth Third Bank served a notice of default on May 2.

The Company has continued to work with the investment banking group of Raymond James & Associates, Inc., to assist it

with a restructuring or refinancing of the existing debt and other potential transaction alternatives.

Champion Industries is a commercial printer, business forms manufacturer, and office products and office furniture supplier in regional markets in the United States. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia.

As of Oct. 31, 2011, the Company had $82.02 million in total assets against $61.09 million in total liabilities.

(B) Dewey & LeBoeuf

Dewey & LeBoeuf LLP, which lost more than a third of its partners since January, and has ousted its chairman, Steven Davis, is trying to stave off bankruptcy. Martin Bienenstock, one of the four members of the firm's chairman's office, said at the end of April that bankruptcy is a last resort and is not in current plans.

But the firm could end up in bankruptcy or dissolution. Creditors could also force a bankruptcy filing.

A Wall Street Journal said Dewey sent an internal memo telling employees, "Although we could continue to pursue various avenues, it is possible that adverse developments could ultimately result in the closure of the firm, which would result in the termination of your employment.

The 1,000-lawyer firm has been struggling this year with growing debt, declining revenue and partner defections. The firm owes about $75 million on a $100 million credit line.

The firm has tried but far failed to land a merger partners.

(C) Houghton Mifflin Harcourt Publishers

Fitch Ratings downgraded the Issuer Default Rating of Houghton Mifflin Harcourt Publishers Inc. and its subsidiaries from 'CCC' to 'CC'.

The downgrade reflects Fitch's belief that Houghton will look to reduce absolute levels of debt and interest cost burdens through a balance sheet restructuring (in or out of court).

The company has hired restructuring advisors and made comments regarding strengthening its balance sheet.

The downgrade impacts $3.1 billion in debt.

Fitch believes any restructuring transaction would impact both the bank and bond holders. The bank debt and notes benefit from the same security package and guarantees and are pari passu with each other.

The top 7 equity holders own roughly 75% of the company and the equity holders hold more than 51% of the credit agreement's outstanding balance. Fitch recognizes that there is a remote possibility that the bank debt holders could agree to amend and extend the revolver (2013) and term loan (2014) maturities, preventing any equity dilution. However, Fitch believes a restructuring of the balance sheet is more likely as a restructuring would reduce the interest burden, improving liquidity and the company's financial flexibility to fund capital and operating investments.

Houghton continues to be a leader in the K-12 educational material and services sector, capturing 41% of 2011 market

share. Fitch believes investments made into digital products and services will position Houghton to take a meaningful share of the rebound in the K-12 educational market. Fitch's expects Houghton will be able to, at a minimum, defend its market share.

As of the end of December 2011, liquidity included $414 million in available cash and $111 million in availability under the company's $250 million A/R Facility, maturing in 2013/2014. Fitch believes that the company has sufficient liquidity to fund operations, interest payments and amortization of the term loan into 2014. Near-term maturities are Houghton's secured termed revolver, $236 million due 2013, and secured term loans, $2.6 billion due in 2014. Houghton's $300 million secured bonds mature in 2019.

(D) Essar Steel Algoma

Standard & Poor's Ratings Services slashed its long-term corporate credit rating on Sault Ste. Marie, Ontario-based Essar Steel Algoma Inc. to 'CCC+' from 'B-'.

Standard & Poor's also lowered its issue-level rating on the company's senior secured notes to 'B' from 'B+'.

The downgrade reflects what S&P views as the risk that Essar faces as it refinances its $350 million revolving credit facility due June 20, 2012, which could cause liquidity pressures to escalate rapidly over the next several months.

Standard & Poor's credit analyst Donald Marleau said, "If [Essar] does not refinance in a timely manner, we believe that the company's thin cash position and volatile operating cash flows would be insufficient to maintain liquidity above $100 million,

which we believe is the amount necessary to cover its major uses of cash this year."

"We believe that [Essar's] operating performance is improving, with stronger earnings likely in fiscal 2013 amid stable steel prices and input costs, as well as increasing volumes. That said, we believe the credit facility is critical in supporting the company's day-to-day operations, the absence of which could strain its ability to purchase raw materials. We assume that [Essar] will generate debt to EBITDA of about 6x in fiscal 2012, which we believe will translate into positive free operating cash flow and EBITDA interest coverage above 2x," S&P said.

"We could lower the ratings further if [Essar] does not address its weak liquidity position within the 90-day horizon of this CreditWatch," S&P said.

"Alternatively, we could raise the ratings if the company addresses the maturity of its revolving credit facility in a manner that preserves $100 million liquidity on a sustainable basis, which we would view as consistent with a 'B' category rating," S&P said.




In addition to the challenged companies mentioned in Mr. Fernandez's report, the Troubled Company Reporter provides on- going 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.

Ivy Magdadaro provides updates in the various disputes Lehman Brothers is involved in.

New developments became available in April on the $8.6 billion lawsuit Lehman Brothers commenced against JP Morgan Chase & Co. Judge James Peck of the U.S. Bankruptcy Court in Manhattan trimmed down the lawsuit after deliberating on JPMorgan's motion to dismiss the lawsuit. In an April 19 decision, the court dismissed 22 counts of the complaint related to claims of preferential and constructively fraudulent transfers, on grounds that the safe harbor protections of Sec. 546(c) of the Bankruptcy Code protected the transfers from avoidance by Lehman.

Safe harbor laws are devised to protect banks dealing with weak companies. The court however refused to dismiss the remaining 27 counts, which relate to common law legal doctrines, turnover of estate property, and equitable subordination. Lehman is entitled to pursue the remaining claims.

Commenced in 2010, the suit alleges JPMorgan helped cause Lehman's bankruptcy by demanding $8.6 billion in collateral. JPMorgan, which served as Lehman's main clearing bank in the 2008 financial crisis, allegedly threatened to discontinue its services unless the bankrupt bank posted excessive collateral. JPMorgan, which loaned $70 billion to Lehman's brokerage around the time of the bankruptcy, sued Lehman back saying it was defrauded by Lehman to make the loan in exchange for worthless securities.

JPMorgan spokeswoman Jennifer Zuccarelli said the lender entity is pleased with the ruling and will continue to right the remaining claims, which it believes "are likewise without merit."

The remaining claims -- which include an allegation that JPMorgan CEO Jamie Dimon promised to return $5 billion in collateral -- are "probably the hardest things to prove," said Chip Bowles, a bankruptcy lawyer with Bingham Greenebaum Doll LLP in Kentucky. They're not just issues of contract but verbal agreements, he said.

JPMorgan has been trying to move the case to a district judge, saying it raises legal issues beyond the jurisdiction of a bankruptcy judge. Lehman has countered that the suit confines itself to bankruptcy matters.

U.S. District Judge Richard Sullivan in New York is "working on" a decision on whether Lehman's suit belongs in district court, according to court papers. Judge Peck should rule first on JPMorgan's move to dismiss the case, Judge Sullivan told both sides, according to a transcript of a Dec. 30 court session.

Around May 4, Lehman asked the bankruptcy judge to reconsider his dismissal of the claims in the lawsuit, saying "hundreds of millions of dollars" might be gained for Lehman's creditors if it had the right to pursue the funds.

Also, the 3-1/2 year court fight between Lehman Brothers and Barclays over $3 billion in assets tied to the UK bank's purchase of Lehman's North American brokerage business resumed in April. Both sides made arguments on April 20 in a hearing before U.S. District Judge Katherine Forrest in Manhattan. The judge didn't say when she'll rule on the case.

Both sides are appealing a decision issued by the U.S. Bankruptcy Court in Manhattan that followed a 2010 trial. In that decision, Barclays was told to return $2 billion in margin assets to James Giddens, the Lehman brokerage's trustee, while the latter was ordered to give the bank at least $1.1 billion, and possibly another $769 million.

Judge Forrest had asked the two sides whether she should treat the final sale document as a binding contract, which both read and understood before signing and whether Barclays should have gotten any cash, according to a court order in the third week of April telling lawyers what to focus at the hearing.

The final sale document called a clarification letter allocated the margin to Barclays in a single bracketed phrase that Mr. Giddens claimed not to have seen. The trustee's lawyers signed the document and testified in court on his behalf.

The trustee's lawyer, William Maguire, Esq., at Hughes Hubbard & Reed LLP, in New York, told the district judge that the trustee couldn't bind Lehman to an agreement that would have an adverse effect on the firm without review by the bankruptcy judge.

Meanwhile, Barclays' lawyer David Boies, Esq., at Boies, Schiller & Flexner LLP, in New York, told the district judge that it was clear that the sale "was far and away the best deal, to the trustee and to all the people the trustee served." He further said that it was only after the markets recovered that the trustee wanted to change the terms of the arrangement.

Barclays, the sole bidder for Lehman's business in the 2008 financial crisis, emerged from the trial facing far less of a payout than that sought by the trustee, who demanded about $7 billion from the bank.

As to developments related to the Archstone-related lawsuit, Sam Zell's Equity Residential, one of the largest U.S. apartment owners, has been granted a second extension through May 21 [from April 19] to submit a bid for 26.5% of smaller rival Archstone apartment company, but at a slightly higher minimum price.

Equity Residential said it entered into the deadline agreement with Bank of America Corp and Barclays PLC, who currently own the Archstone stake. It also agreed to a $1.5 billion minimum bid for the Archstone stake, up from the previously agreed upon minimum bid of $1.485 billion.

Lehman Brothers owns the remainder of Archstone and holds a right of first offer for the stake.

Since last summer, Lehman and the two banks, which provided financing for Archstone, have been arguing over how to unwind the company, either through an initial public offering or a private sale. Lehman has long indicated it preferred the IPO route.

Lehman has an amended lawsuit before the bankruptcy court, accusing that co-owners Bank of America and Barclays "conspired" to try to sell their once-53% stake in Archstone to competitor Equity Residential. Lehman, which said it wants to take control of Archstone, asked a judge to make the banks honor an earlier agreement that would have allowed Lehman to pay about $1.3 billion for the stake.

Delayed Exits From Chapter 11

Julie Anne Lopez-Toledo reports about three Chapter 11 debtors whose emergence from Chapter 11 has been delayed:

Tribune Co., WR Grace and Nebraska Book.

(A) Tribune Co.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware signed on April 17, 2012, an order approving the supplemental disclosure statement relating to the Fourth Amended Joint Plan of Reorganization of Tribune Company and its debtor affiliates.

Judge Carey determined that the Supplemental Disclosure Document contains adequate information with the meaning of Section 1125 of the Bankruptcy Code.

At the April 16, 2012 hearing, the bankruptcy judge said he will approve the Supplemental Disclosure Statement subject to certain minor changes. Following the Court's ruling at the hearing, the parties conferred, and consistent with the Court's ruling, agreed upon certain modifications that were made to the Fourth Amended DCL Plan and accompanying supplemental disclosure document.

Subsequently, Tribune; the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to Judge Carey on April 17, 2012, a modified Fourth Amended Plan and accompanying supplemental disclosure document to reflect those modifications.

The revised Plan provides that there will be no more than three members of the Litigation Trust Advisory Board, consisting

of (i) Wilmington Trust Company, (ii) Deutsche Bank Trust Company Americas, and (iii) a member of the Creditors' Committee that will be a beneficiary of Litigation Trust Interests but excluding the Senior Loan Agent.

The Court will convene a hearing on June 7, 2012, at 3:00 p.m., to consider confirmation of the Debtors' Plan. Objections to confirmation of the Plan are due on or before May 21.

The Court fixed April 13, 2012 as the Supplemental Voting Record Date. Supplemental Ballots, Supplemental Master Ballots, and Supplemental Election Forms must be properly executed and completed, and the originals thereof will be delivered to the Voting Agent so as to be actually received on or before May 21, 2012.

The Voting Agent is required to file the results of its tabulation of votes to accept or reject the Fourth Amended DCL Plan and accompanying election results no later than May 29,


The DCL Plan Proponents will file responses, if any, to any objections to confirmation of the Fourth Amended DCL Plan on or before June 1, 2012. The DCL Plan Proponents will also file with the Court their proposed findings of fact and conclusions of law and their memorandum of law in support of confirmation of the Fourth Amended DCL Plan on or before that date.

(B) W.R. Grace

On April 20, 2012, W.R. Grace filed a motion with the Bankruptcy Court to approve definitive agreements among itself, co-proponents of the Debtors' plan of reorganization, BNSF railroad, several insurance companies and the representatives of Libby asbestos personal injury claimants, to settle objections to the Plan.

Pursuant to the agreements, the Libby claimants and BNSF would forego any further appeals to the Plan.

Judge Ronald L. Buckwalter of the U.S. District Court for the District of Delaware had also ordered Appellees -- Grace, the Official Committee of Asbestos Personal Injury Claimants, Asbestos PI Future Claimants' Representative and Official Committee of Equity Security Holders -- and Garlock Sealing Technologies LLC to appear before the District Court on May 1, 2012, to address all issues related to Garlock's motion for re- argument, rehearing and to alter or amend Judge Buckwalter's January 30, 2012 decision affirming the confirmation of the Debtors' plan of reorganization.

Judge Buckwalter explained that the Parties will have the opportunity to present their arguments in support of or opposition to Garlock's Motion. He said he will rule on Garlock's Motion, and Grace's responses in opposition after oral argument on May 1.

Judge Buckwalter also denied, without prejudice, Garlock Sealing's request to stay the District Court's memorandum opinion and order dated January 30, 2012, based on the Debtors' statement that they have already agreed and twice advised Garlock that they will not seek to consummate the Joint Plan while Garlock's motion for reargument, rehearing, and to alter or amend the judgment is pending.

Grace filed for Chapter 11 reorganization in 2001 to protect itself from more than 100,000 personal injury claims.

(C) Nebraska Book

NBC Acquisition Corp. and its subsidiaries, including Nebraska Book Company, received Bankruptcy Court approval of the Disclosure Statement explaining their Third Amended Plan of Reorganization on April 12, 2012. The Court’s approval of the Disclosure Statement permitted the Company to begin soliciting votes to accept the Plan on or before April 17, 2012.

Barry Major, the Company’s President said, the approval of the Disclosure Statement represents an important step in the Company's restructuring process.”

“We recognize that there are a few more milestones to reach, including receiving votes in favor of our plan from our creditors, but our emergence from Chapter 11 is in sight with the support we have from our lenders and the unsecured creditors’ committee,” Mr. Major added.

The Company filed the Amended Plan and related Disclosure Statement on April 10 after finalizing an amended plan support agreement with roughly 73% of the holders of their 10% senior secured notes and over two-thirds of the holders of their 8.625% senior subordinated notes. The Company made subsequent revisions to the Amended Plan that secured the support of the official committee of unsecured creditors for the Amended Plan.

Votes on the Plan must be received by the Company’s voting agent, Kurtzman Carson Consultants LLC, by May 21, 2012, unless the deadline is extended. The record date for voting was

set for April 6, 2012. Solicitation materials were mailed to all parties entitled to vote on the Plan on April 17, 2012. A hearing to consider confirmation of the Amended Plan is currently scheduled for May 30, 2012, at 9:30 am Eastern Time.




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.

New Publicly Traded Securities

Psyche Maricon Castillon reports about three companies that 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 April 2012. These are: Nebraska Book, TBS International, and General Maritime.

(A) Nebraska Book

Nebraska Book filed with the U.S. Bankruptcy Court a Third Amended Joint Plan of Reorganization and related Disclosure Statement. The Third Amended Plan provides that the Reorganized Debtors will fund distributions under the Plan with cash on hand, including cash from operations, as well as proceeds from a New ABL Facility and the New Money First Lien Term Loan, and through issuance of New Common Equity, the New Take-Back Note, and the New Warrants. The Plan will serve as a motion by the Debtors seeking entry of a Bankruptcy Court order substantively consolidating all of the Estates and its

subsidiaries into a single consolidated Estate for all purposes associated with Confirmation and Consummation.

The Third Amended Plan provides for better recoveries for several classes of claims. Holders of senior secured notes will recover 81% of their estimated $200 million claim, holders of 8.625% notes claims will recover 3% of their estimated $79 million claim, and holders of general unsecured claims will recover 4% of their estimated $11 to $14 million claims.

The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has approved the adequacy of the disclosure statement explaining the third amended Chapter 11 plan of reorganization filed by Nebraska Book and its debtor-affiliates.

Creditors have until May 21, 2012, to cast their votes on the Debtors' plan.

(B) TBS International

TBS International filed a notice with the U.S. Securities and Exchange Commission on April 12 that its Chapter 11 Plan became effective and the Company has emerged from Chapter 11 bankruptcy.

Upon emergence, the reorganized Company will have reduced its debt by over $100 million since September 30, 2011. Under the Plan, the D.I.P. financing claims and prepetition secured debt will be restructured so as to provide new liquidity, extended maturity dates and other terms that are expected to ensure the Company's future viability. Pursuant to the Plan, ownership of the Company's operating subsidiaries will be transferred to a newly-formed entity that will be owned principally by the Company's lenders. The Company's current equity holders

will receive no distributions under the Plan, and the Company will cease to be a reporting public company.

(C) General Maritime

General Maritime Corporation further modified its Chapter 11 Plan of Reorganization. A hearing to consider confirmation of the modified plan will be held on May 3.

Under the modified plan, holders of allowed unsecured claims will share in $6 million in cash, warrants exercisable for up to 3% of the equity in the reorganized Company, and 2% of the equity in the reorganized Company, increasing their estimated recovery from 0.75% to 1.88% under the original plan to roughly 5.41% under the revised plan.

Through the revised plan, (i) the Debtors' financial debt will be reduced by roughly $600 million, (ii) the Debtors' cash interest expense will be reduced by roughly $42 million annually, and (iii) the Debtors will receive a new capital infusion of roughly $175 million from affiliates of Oaktree Capital Management LP. Oaktree will convert $175 million of secured debt into 98% of the new equity. The rights offering contemplated in the prior version of the plan will no longer be implemented.




That ends the Beard Group Corporate Restructuring Review for April 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-com-slash-free- trial.

Tune in to our next monthly Restructuring Review on May 16th. Thank you for listening.