Beard Corporate Restructuring Review for April 2012

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Beard Group Corporate Restructuring ReviewFor April 2012

Presented byBeard Group, Inc.

P.O. Box 4250Frederick, MD 21705-4250

Voice: (240) 629-3300Fax: (240) 629-3360

E-mail: [email protected]

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

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Welcome to the Beard Group Corporate RestructuringReview 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 discussfive topics:

first, last month's largest chapter 11 filings and otherstatistics;

second, large chapter 11 filings TCR editors anticipatein the near-term;

third, a quick review of the major pending disputes inchapter 11 cases that we monitor day-by-day;
mailto:[email protected]://bankrupt.com/restructuringreview/mailto:[email protected]://bankrupt.com/restructuringreview/


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fourth, reminders about debtors whose emergence fromchapter 11 has been delayed; and

fifth, information you're unlikely to find elsewhere about

new publicly traded securities being issued bychapter 11 debtors.

April 2012 Mega Cases

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

Danilo Muoz reports the number of mega Chapter 11 filingsin April 2012 continued to drop as compared to previous months.Only four large Chapter 11 filings with assets in excess of $100million were filed in April 2012, compared to five in March, eight inFebruary 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, therewere 41 mega filers, or an average of 10 per month.

The largest Chapter filing for April 2012 was by Reddy IceHoldings, Inc., which manufactures and distributes packaged icein the United States. As of Dec. 31, 2011, Reddy Ice had assetstotaling $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 theBankruptcy Court for the Northern District of Texas [case numbers12-32349 and 12-32350] before Judge Stacey Jernigan.

Reddy Ice filed a prepackaged plan of reorganization andaccompanying disclosure statement to complete a previously_____________________________________________________________________________

Beard Group Corporate Restructuring Review for April 2012 -- page 2


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announced plan to strengthen its balance sheet and ensurestrong financial footing for the future. As part of the restructuring,Reddy Ice seeks to pursue a strategic acquisition of all orsubstantially all of the businesses and assets of Arctic Glacier

Income Fund and its subsidiaries, including Arctic Glacier Inc., amajor producer, marketer and distributor of packaged ice in North

America. The Bankruptcy Court in Dallas will convene a hearingon May 18, 2012, to consider adequacy of the DisclosureStatement 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, withthe Bankruptcy Court for the District of New Jersey [lead casenumber 12-19958] before Judge Novalyn Winfield.

Liberty Harbor Holding and its affiliates are behind the 80-acre Jersey City waterfront development Liberty Harbor. TheDebtors, 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 withestimated assets and liabilities of $100 million to $500 million:Velo Holdings Inc. and the Northern Mariana Islands RetirementFund.

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

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

The Northern Mariana Islands Retirement Fund is a publiccorporation of the Commonwealth of the Northern MarianaIslands that receives and invests retirement contributions andpays certain benefits to or on account of certain retirees of theCommonwealth government, their survivors, and certain disabledpersons.

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

In addition to the Chapter 11 mega cases, liquidators ofStarlight Investments Limited filed a Chapter 15 petition on April16, 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 2008when receivers were appointed by lender Norwich UnionMortgage 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 fourmonths of 2012, only 3 of the 26 mega cases -- about 12% --involved a plan of reorganization being filed together with theChapter 11 petition or a debtor striking a pre-petition deal with keycreditors allowing for the bankruptcy filing with the plan to be fileda few days into the case._____________________________________________________________________________



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For 2011, 13 of the 82 mega cases involved a prepackagedChapter 11 plan as of the Petition Date -- or about 16%. For fiscalyear 2010, a total of 35 prepacks/pre-arranged cases were filed

out of the 106 bankruptcy mega cases -- or about one in everythree filings in 2010.

For the first four months of 2012, the real estate, finance andmanufacturing industries lead with three mega filers each, whileinformation, transportation and the retail industries have twomega filings each.

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

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

This year, the largest Chapter 11 filing is by Bahrain-basedArcapita Bank B.S.C., also known as First Islamic InvestmentBank 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 $3.06billion 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, MFGlobal had $41.05 billion in total assets and $39.68 billion in totalliabilities.

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Lehman Brothers Holding Corp.'s 2008 bankruptcy remainsthe biggest corporate bust in history. Lehman had $639 billion intotal 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 TroubledCompany Reporter editors anticipate in the near-term.

Carlo Fernandez identified four companies that may be closeto filing for bankruptcy. These are Champion Industries, Dewey &

LeBoeuf, Houghton Mifflin Harcourt Publishers, and Essar SteelAlgoma.

(A) Champion Industries

Champion Industries Inc. says it continues to have ongoingdialogue with Fifth Third Bank and the syndicate of banks with

respect to a forbearance agreement regarding the events ofdefault or an amendment/restructuring of the existing debt.

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

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

The Company has continued to work with the investmentbanking group of Raymond James & Associates, Inc., to assist it_____________________________________________________________________________



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

Champion Industries is a commercial printer, business forms

manufacturer, and office products and office furniture supplier inregional markets in the United States. The Company alsopublishes The Herald-Dispatch daily newspaper in Huntington,West Virginia.

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

(B) Dewey & LeBoeuf

Dewey & LeBoeuf LLP, which lost more than a third of itspartners since January, and has ousted its chairman, StevenDavis, is trying to stave off bankruptcy. Martin Bienenstock, oneof the four members of the firm's chairman's office, said at the endof 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 memotelling employees, "Although we could continue to pursue variousavenues, it is possible that adverse developments could ultimatelyresult in the closure of the firm, which would result in thetermination of your employment.

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

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



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(C) Houghton Mifflin Harcourt Publishers

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

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

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

The downgrade impacts $3.1 billion in debt.

Fitch believes any restructuring transaction would impactboth the bank and bond holders. The bank debt and notes benefitfrom the same security package and guarantees and are pari

passu with each other.

The top 7 equity holders own roughly 75% of the companyand the equity holders hold more than 51% of the creditagreement's outstanding balance. Fitch recognizes that there is aremote possibility that the bank debt holders could agree toamend and extend the revolver (2013) and term loan (2014)maturities, preventing any equity dilution. However, Fitch believesa restructuring of the balance sheet is more likely as a

restructuring would reduce the interest burden, improving liquidityand the company's financial flexibility to fund capital andoperating investments.

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



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

As of the end of December 2011, liquidity included $414million in available cash and $111 million in availability under thecompany's $250 million A/R Facility, maturing in 2013/2014.Fitch believes that the company has sufficient liquidity to fundoperations, interest payments and amortization of the term loaninto 2014. Near-term maturities are Houghton's secured termedrevolver, $236 million due 2013, and secured term loans, $2.6

billion due in 2014. Houghton's $300 million secured bondsmature in 2019.

(D) Essar Steel Algoma

Standard & Poor's Ratings Services slashed its long-termcorporate 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 thecompany's senior secured notes to 'B' from 'B+'.

The downgrade reflects what S&P views as the risk thatEssar faces as it refinances its $350 million revolving credit facilitydue June 20, 2012, which could cause liquidity pressures toescalate 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 thecompany's thin cash position and volatile operating cash flowswould be insufficient to maintain liquidity above $100 million,

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

"We believe that [Essar's] operating performance is

improving, with stronger earnings likely in fiscal 2013 amid stablesteel prices and input costs, as well as increasing volumes. Thatsaid, we believe the credit facility is critical in supporting thecompany's day-to-day operations, the absence of which couldstrain 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 cashflow and EBITDA interest coverage above 2x," S&P said.

"We could lower the ratings further if [Essar] does notaddress its weak liquidity position within the 90-day horizon of thisCreditWatch," S&P said.

"Alternatively, we could raise the ratings if the companyaddresses the maturity of its revolving credit facility in a mannerthat preserves $100 million liquidity on a sustainable basis, which

we would view as consistent with a 'B' category rating," S&P said.

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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 experiencingfinancial distress or restructuring their balance sheets in a judicial

proceeding. Stay tuned to learn more about obtaining a trialsubscription to the TCR at no cost or obligation.

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Major Pending Disputes In Chapter 11 Cases

Next, we'll quickly review major pending disputes in large

chapter 11 cases that Troubled Company Reporter editorsmonitor day-by-day.

Ivy Magdadaro provides updates in the various disputesLehman Brothers is involved in.

New developments became available in April on the $8.6billion lawsuit Lehman Brothers commenced against JP Morgan

Chase & Co. Judge James Peck of the U.S. Bankruptcy Court inManhattan trimmed down the lawsuit after deliberating onJPMorgan's motion to dismiss the lawsuit. In an April 19 decision,the court dismissed 22 counts of the complaint related to claims ofpreferential and constructively fraudulent transfers, on groundsthat the safe harbor protections of Sec. 546(c) of the BankruptcyCode protected the transfers from avoidance by Lehman.

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

Commenced in 2010, the suit alleges JPMorgan helpedcause Lehman's bankruptcy by demanding $8.6 billion incollateral. JPMorgan, which served as Lehman's main clearing

bank in the 2008 financial crisis, allegedly threatened todiscontinue its services unless the bankrupt bank postedexcessive collateral. JPMorgan, which loaned $70 billion toLehman's brokerage around the time of the bankruptcy, suedLehman back saying it was defrauded by Lehman to make theloan in exchange for worthless securities._____________________________________________________________________________



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

The remaining claims -- which include an allegation thatJPMorgan CEO Jamie Dimon promised to return $5 billion incollateral -- are "probably the hardest things to prove," said ChipBowles, a bankruptcy lawyer with Bingham Greenebaum Doll LLPin Kentucky. They're not just issues of contract but verbalagreements, he said.

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

U.S. District Judge Richard Sullivan in New York is "workingon" 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 bothsides, according to a transcript of a Dec. 30 court session.

Around May 4, Lehman asked the bankruptcy judge toreconsider his dismissal of the claims in the lawsuit, saying"hundreds of millions of dollars" might be gained for Lehman'screditors 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'spurchase of Lehman's North American brokerage businessresumed in April. Both sides made arguments on April 20 in ahearing before U.S. District Judge Katherine Forrest inManhattan. The judge didn't say when she'll rule on the case.

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Both sides are appealing a decision issued by the U.S.Bankruptcy Court in Manhattan that followed a 2010 trial. In thatdecision, Barclays was told to return $2 billion in margin assets toJames Giddens, the Lehman brokerage's trustee, while the latter

was ordered to give the bank at least $1.1 billion, and possiblyanother $769 million.

Judge Forrest had asked the two sides whether she shouldtreat the final sale document as a binding contract, which bothread and understood before signing and whether Barclays shouldhave gotten any cash, according to a court order in the third weekof April telling lawyers what to focus at the hearing.

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

The trustee's lawyer, William Maguire, Esq., at HughesHubbard & Reed LLP, in New York, told the district judge that the

trustee couldn't bind Lehman to an agreement that would have anadverse 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 itwas clear that the sale "was far and away the best deal, to thetrustee and to all the people the trustee served." He further saidthat it was only after the markets recovered that the trusteewanted to change the terms of the arrangement.

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

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As to developments related to the Archstone-related lawsuit,Sam Zell's Equity Residential, one of the largest U.S. apartmentowners, 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 deadlineagreement with Bank of America Corp and Barclays PLC, whocurrently own the Archstone stake. It also agreed to a $1.5 billionminimum bid for the Archstone stake, up from the previouslyagreed upon minimum bid of $1.485 billion.

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

Since last summer, Lehman and the two banks, whichprovided financing for Archstone, have been arguing over how tounwind the company, either through an initial public offering or aprivate sale. Lehman has long indicated it preferred the IPOroute.

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

Delayed Exits From Chapter 11_____________________________________________________________________________



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Julie Anne Lopez-Toledo reports about three Chapter 11debtors 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 theDistrict of Delaware signed on April 17, 2012, an order approvingthe 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 DisclosureDocument contains adequate information with the meaning ofSection 1125 of the Bankruptcy Code.

At the April 16, 2012 hearing, the bankruptcy judge said hewill approve the Supplemental Disclosure Statement subject to

certain minor changes. Following the Court's ruling at thehearing, the parties conferred, and consistent with the Court'sruling, agreed upon certain modifications that were made to theFourth Amended DCL Plan and accompanying supplementaldisclosure document.

Subsequently, Tribune; the Official Committee of UnsecuredCreditors; 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 andaccompanying supplemental disclosure document to reflect thosemodifications.

The revised Plan provides that there will be no more thanthree members of the Litigation Trust Advisory Board, consisting_____________________________________________________________________________



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

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

The Court fixed April 13, 2012 as the Supplemental VotingRecord Date. Supplemental Ballots, Supplemental MasterBallots, and Supplemental Election Forms must be properly

executed and completed, and the originals thereof will bedelivered to the Voting Agent so as to be actually received on orbefore May 21, 2012.

The Voting Agent is required to file the results of itstabulation of votes to accept or reject the Fourth Amended DCLPlan and accompanying election results no later than May 29,2012.

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

(B) W.R. Grace

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On April 20, 2012, W.R. Grace filed a motion with theBankruptcy Court to approve definitive agreements among itself,co-proponents of the Debtors' plan of reorganization, BNSFrailroad, several insurance companies and the representatives of

Libby asbestos personal injury claimants, to settle objections tothe Plan.

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

Judge Ronald L. Buckwalter of the U.S. District Court for theDistrict of Delaware had also ordered Appellees -- Grace, the

Official Committee of Asbestos Personal Injury Claimants,Asbestos PI Future Claimants' Representative and OfficialCommittee of Equity Security Holders -- and Garlock SealingTechnologies 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'sJanuary 30, 2012 decision affirming the confirmation of theDebtors' plan of reorganization.

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

Judge Buckwalter also denied, without prejudice, GarlockSealing's request to stay the District Court's memorandum opinionand order dated January 30, 2012, based on the Debtors'

statement that they have already agreed and twice advisedGarlock that they will not seek to consummate the Joint Planwhile Garlock's motion for reargument, rehearing, and to alter oramend the judgment is pending.

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

(C) Nebraska Book

NBC Acquisition Corp. and its subsidiaries, includingNebraska Book Company, received Bankruptcy Court approval ofthe Disclosure Statement explaining their Third Amended Plan ofReorganization on April 12, 2012. The Courts approval of theDisclosure Statement permitted the Company to begin solicitingvotes to accept the Plan on or before April 17, 2012.

Barry Major, the Companys President said, the approval ofthe Disclosure Statement represents an important step in theCompany's restructuring process.

We recognize that there are a few more milestones toreach, including receiving votes in favor of our plan from ourcreditors, but our emergence from Chapter 11 is in sight with the

support we have from our lenders and the unsecured creditorscommittee, Mr. Major added.

The Company filed the Amended Plan and relatedDisclosure Statement on April 10 after finalizing an amended plansupport agreement with roughly 73% of the holders of their 10%senior secured notes and over two-thirds of the holders of their8.625% senior subordinated notes. The Company madesubsequent revisions to the Amended Plan that secured the

support of the official committee of unsecured creditors for theAmended Plan.

Votes on the Plan must be received by the Companys votingagent, Kurtzman Carson Consultants LLC, by May 21, 2012,unless the deadline is extended. The record date for voting was_____________________________________________________________________________



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

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The Troubled Company Reporter provides detailed reportingabout every chapter 11 filing nationwide. Stay tuned to learn moreabout obtaining a trial subscription to the TCR at no cost orobligation.

New Publicly Traded Securities

Psyche Maricon Castillon reports about three companiesthat issued or will issue shares of new common stock uponemergence pursuant to the plans of reorganization they filed intheir 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 ThirdAmended Joint Plan of Reorganization and related DisclosureStatement. The Third Amended Plan provides that theReorganized Debtors will fund distributions under the Plan with

cash on hand, including cash from operations, as well asproceeds from a New ABL Facility and the New Money First LienTerm Loan, and through issuance of New Common Equity, theNew Take-Back Note, and the New Warrants. The Plan will serveas a motion by the Debtors seeking entry of a Bankruptcy Courtorder substantively consolidating all of the Estates and its_____________________________________________________________________________



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

The Third Amended Plan provides for better recoveries for

several classes of claims. Holders of senior secured notes willrecover 81% of their estimated $200 million claim, holders of8.625% notes claims will recover 3% of their estimated $79 millionclaim, and holders of general unsecured claims will recover 4% oftheir estimated $11 to $14 million claims.

The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for theDistrict of Delaware has approved the adequacy of the disclosure

statement explaining the third amended Chapter 11 plan ofreorganization filed by Nebraska Book and its debtor-affiliates.

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

(B) TBS International

TBS International filed a notice with the U.S. Securities andExchange Commission on April 12 that its Chapter 11 Planbecame effective and the Company has emerged from Chapter11 bankruptcy.

Upon emergence, the reorganized Company will havereduced 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 toensure the Company's future viability. Pursuant to the Plan,ownership of the Company's operating subsidiaries will betransferred to a newly-formed entity that will be owned principallyby the Company's lenders. The Company's current equity holders_____________________________________________________________________________



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

(C) General Maritime

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

Under the modified plan, holders of allowed unsecuredclaims will share in $6 million in cash, warrants exercisable for up

to 3% of the equity in the reorganized Company, and 2% of theequity in the reorganized Company, increasing their estimatedrecovery from 0.75% to 1.88% under the original plan to roughly5.41% under the revised plan.

Through the revised plan, (i) the Debtors' financial debt willbe reduced by roughly $600 million, (ii) the Debtors' cash interestexpense will be reduced by roughly $42 million annually, and (iii)

the Debtors will receive a new capital infusion of roughly $175million from affiliates of Oaktree Capital Management LP.Oaktree will convert $175 million of secured debt into 98% of thenew equity. The rights offering contemplated in the prior versionof the plan will no longer be implemented.

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That ends the Beard Group Corporate Restructuring Review forApril 2012, brought to you by the editors of the Troubled CompanyReporter and Troubled Company Prospector. If you'd like toreceive the Troubled Company Reporter for 30-days at no cost --and with no strings attached -- call Nina Novak at (240) 629-3300or visit bankrupt-dot-com-slash-free-trial and we'll add you to the_____________________________________________________________________________



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distribution list. That telephone number, again, is (240) 629-3300and 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.

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Documents

Beard Corporate Restructuring Review for April 2012