Beard Group Corporate Restructuring Review for February 2012

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Beard Group Corporate Restructuring ReviewFor February 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 February 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.

February 2012 Mega Cases

Now, let's review the largest chapter 11 cases in February2012.

Danilo Muoz reports that Chapter 11 mega filings heldsteady for February 2012. There were eight companies that filedfor Chapter 11 protection with assets of at least $100 million, aslight decrease from the previous month, when nine mega casescommenced.

During the first two months of 2011, there were six

companies that filed for Chapter 11 each month with assets inexcess of $100 million. The average number of mega cases in2011 is about 7 per month, compared to about 9 per month in2010.

The largest Chapter 11 filing for February 2012 was byChurch Street Health Management LLC, which listed assets of$895 million and debts totaling $303 million as of the PetitionDate.

Church Street provides management services for 67 dentalpractices in 22 states. The Company sought Chapter 11protection on Feb. 20, 2012, with the Bankruptcy Court for theMiddle District of Tennessee [case number 12-01573].

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Church Street informed the Bankruptcy Court that it willsubmit an agreement with a group led by Garrison InvestmentGroup to open an auction for the assets. The group, which isbeing backed by the Company's senior lenders, would buy the

assets subject to higher and better offers.

The second largest Chapter 11 filing was by Grubb & EllisCo. and its affiliates, which filed Feb. 20, 2012, with theBankruptcy Court for the Southern District of New York [lead casenumber 12-10685]. The Company listed $150.16 million in totalassets and $167.20 million in total liabilities as of the PetitionDate.

Grubb & Ellis is one of the nation's largest commercial realestate services firms, providing transaction services, propertymanagement, facilities management and valuation servicesthrough more than 100 company-owned and affiliate offices.

Grubb & Ellis filed for Chapter 11 protection to sell almost allits assets to BGC Partners Inc. Grubb & Ellis said in a statement

it expects business to continue without disruption as it completesthe "363" sale process as expeditiously as possible.

The third largest Chapter 11 filing was by United RetailGroup, Inc., and its affiliates, on Feb. 1, 2012, with the BankruptcyCourt for the Southern District of New York [lead case number 12-10405] before Judge Stuart M. Bernstein. The Company listedtotal assets of $117.2 million and total liabilities of $67.3 million.

United Retail Group Inc. owns the Avenue brand of women'sfashion apparel. Avenue has 433 stores and an e-commerce site.

Avenue employs roughly 4,422 employees, roughly 294 of whichare located at Avenue's corporate headquarters in Rochelle Park,New Jersey or at the Troy Distribution Facility.

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When it filed for bankruptcy, United Retail had a deal to sellthe business to Versa Capital Management for $83.5 million,subject to higher and better offers at an auction. The Debtors saythat the Versa deal will protect more than 4,000 jobs and ensure

maximum creditor recoveries.

In addition, five companies filed for Chapter 11 protectionlisting estimated assets of between $100 million to $500 million.These are Jobson Medical Information Holdings LLC, LancasterMaritime Corp., Energy Conversion Devices Inc., GibraltarKentucky Development LLC, and LSP Energy LP.

Jobson Medical Information Holdings LLC filed for Chapter11 bankruptcy protection on Feb. 2, 2012, with the BankruptcyCourt for the Southern District of New York [case number 12-10434].

Jobson is a privately-held health-care information andservice provider that works with pharmacies, clinics, governmentand employer groups as well as specialty medical groups to

deliver medical information.

Jobson Medical has a pre-packaged bankruptcy plan thatgives the company three more years to pay off its loan and grantsits secured lender equity in the new company. The agreement tosupport the plan requires approval from the bankruptcy courtthrough a confirmation order no later than March 23. Theagreement also requires consummation of the Plan by March 26.

Marshall Islands-based Lancaster Maritime Corp. filed forChapter 11 protection on Feb. 7, 2012, with the U.S. BankruptcyCourt for the Southern District of New York (White Plains) [casenumber 12-22294] before Judge Robert D. Drain.

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Energy Conversion Devices, which manufactures and sellsthin-film solar laminates that convert sunlight to clean, renewableenergy using proprietary technology, filed for Chapter 11protection on Feb. 14, 2012, with the Bankruptcy Court for the

Eastern District of Michigan [case number 12-43166]. EnergyConversion Devices is seeking approval of bidding proceduresrelated to the sale of the stock or assets of the Debtors' solarbusiness unit. The Debtor proposes an April 17 bid deadline.

Gibraltar Kentucky Development, LLC, filed a Chapter 11bankruptcy protection on Feb. 10, 2012, with the BankruptcyCourt for the Southern District of Florida [case number 12-13289].

Gibraltar Kentucky Development is part of the Gibraltar EnergyGroup. The various companies of the group are involved with thedrilling, development and production of oil and gas, as well as, thesale of coal and timber.

LSP Energy Limited Partnership sought bankruptcyprotection on Feb. 10, 2012, with the Bankruptcy Court for theDistrict of Delaware [case number 12-10460]. The Debtors'

electric generation facility consists of three-gas fired combinedcycle electric generating units with a total capacity of 837megawatts. The facility sits on a 58-acre parcel of real property inBatesville, Mississippi.

LSP says that while in Chapter 11, it will complete an orderlysale of its assets or the ownership interests in LSP for the benefitof all stakeholders.

In addition, Philip J. Reynolds filed a Chapter 15 petition onbehalf of Winnipeg, Canada-based Arctic Glacier Inc. with theBankruptcy Court for the District of Delaware [case number 12-10603] before Judge Kevin Gross. Arctic Glacier manufacturespackaged ice for distribution in Canada and the United States.

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Mr. Muoz reports that, of the eight mega cases in February2012, only one was a prepackaged bankruptcy, that of JobsonMedical Information Holdings.

For the first two months of 2012, only two of the 17 megacases involved a prepackaged Chapter 11 filing.

For 2011, 13 of the 82 mega cases were prepackaged innature -- or about 16% of the large Chapter 11 filings. For fiscalyear 2010, a total of 35 prepacks/pre-arranged cases were filedout of the 106 bankruptcy mega cases -- or about one in everythree filings in 2010.

Four industries led the pack in mega filings: manufacturing,information, real estate and transportation. Each of theseindustries had two bankruptcy mega filings each for the first twomonths of 2012. The rest of the bankruptcy mega filings werespread through various industries.

In February 2012, four of the eight mega filings were in the

Southern District of New York, while the Bankruptcy Court for theDistrict of Delaware had only one. In January 2012, four of thenine mega cases, or 44%, were filed in Delaware.

For the first two months of 2012, the Bankruptcy Courts forthe Southern District of New York and Delaware had fivebankruptcy mega cases, leading the rest of the pack by a widemargin.

2011 was a busy year for the Delaware Bankruptcy Court, asit continued to be favored by mega cases with 38 filings, or 46%;followed by the Southern District of New York with 16 filings, or19%, and by the Northern District of Texas with 4 filings, or 5% ofthe mega cases.

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Lehman Brothers Holding Corp. remains the biggestcorporate bust in history. Lehman, which filed in 2008, had $639billion in total assets and $613 billion in total debts at that time ofits filing.

For 2011, the largest Chapter 11 filing was filed by MFGlobal Holdings Ltd. and its affiliates. As of Sept. 30, 2011, MFGlobal had $41.05 billion in total assets and $39.68 billion in totalliabilities.

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 six companies that may be closeto filing for bankruptcy. These are: Barney's, DirectBuy Holdings,Northstar Aerospace, Reichhold Industries, Circus & Eldorado,

and Pinnacle Airlines

(A) Barney's

New York-based luxury retailer Barney's New York Inc. saidin February it has hired advisors for a debt restructuring and is intalks with lenders. Barneys said it is in discussions with a smallgroup of lenders to improve its balance sheet and position the

retailer for long-term success.

According to The Wall Street Journal, Barneys has retainedbankruptcy and restructuring lawyers at Kirkland & Ellis.

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The privately held 40-store luxury department store chainneeds to refinance a $200 million credit line that comes due inSeptember. The debt load is mostly the result of a private-equitytakeover of the company five years ago that burdened it with an

additional $500 million in debt.

Istithmar World, the investment arm of state-owned DubaiWorld, paid $942.3 million for Barneys in a 2007 buyout.

(B) DirectBuy Holdings

DirectBuy Holdings Inc., operator of the membership-baseddiscount club, missed interest payment due Feb 1, 2011, on its$335 million senior secured notes.

Standard & Poor's Ratings Services as a result lowered itscorporate credit rating on Merrillville, Indiana-based DirectBuyHoldings to 'D' from 'CC'.

"We assign a 'D' rating when we believe that the default willbe a general default and that the obligor will fail to pay all orsubstantially all of its obligations as they come due. Standard &Poor's interprets 'as they come due' as payment no later than fivebusiness days after the due date for payment, even if anobligation has a grace period longer than five business days andwe expect payment to be made more than five business daysafter the due date but before the expiration of the grace period.The company is seeking to restructure its balance sheet and, in

our opinion, could file for protection under Chapter 11," S&P said.

(C) NorthStar Aerospace

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Northstar Aerospace, Inc. said the forbearance agreemententered into with the syndicate of lenders under the Company'sexisting credit facility has been extended. Under the forbearanceagreement, as extended, the lenders have agreed to forbear from

the exercise of their rights under the credit facility through March23, 2012, provided Northstar provides a plan and timeline forrepayment of the secured liabilities or recapitalization of theCompany determined satisfactory by the lenders by March 6,2012.

Northstar said it is continuing its process of exploring andevaluating strategic alternatives. No assurances can be given

that further extension of forbearance by the banks and majorcustomer will be provided or that the issues being faced by theCompany will be resolved satisfactorily.

The forbearance agreement has been extended twice. Theoriginal iteration had a Feb. 17 expiry date. The first amendmentextended the forbearance until Feb. 24.

Northstar is an independent manufacturer of flight criticalgears and transmissions.

Northstar has debt including $26 million outstanding on arevolving credit and $20 million on a term loan, according to datacompiled by Bloomberg.

(D) Reichhold Industries

Research Triangle Park, North Carolina-based ReichholdIndustries Inc., one of the world's largest suppliers of unsaturatedpolyester resins for composites, missed a Feb. 15 scheduledinterest on its $195 million senior unsecured notes which matureon Aug. 15, 2014_____________________________________________________________________________



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Reichhold has announced that more than 70% of seniorunsecured noteholders have agreed in principle to exchange theirnotes for the same principal amount of senior secured notes due

2017, to be completed by April 15, 2012. The exchange offer willallow Reichhold to avoid cash interest payments for two years,saving the firm $35.1 million in cash.

Moody's views this a positive for the firm's liquidity, as is theextension of the notes' maturity for about two and one-half years.However, after two years Reichhold will revert to paying cashinterest on the new notes balance, which will have increased by

almost $60 million because of paying interest in kind and increasethe annual cash interest burden from $17.5 million to about $23million.

Reichhold has 20 manufacturing sites and 5 technologycenters located around the world.

(E) Circus and Eldorado

Circus & Eldorado Joint Venture, owner and operator of theSilver Legacy Resort Casino, a themed hotel-casino andentertainment complex in Reno, Nevada, defaulted on its securednotes upon maturity on March 1, 2012, but has a forbearanceagreement that expires March 15.

Circus and Eldorado Joint Venture and Silver Legacy Capital

Corp. issued 10-1/8% mortgage notes pursuant to an Indenture,dated as of March 5, 2002, by and among the Partnership, Capitaland The Bank of New York, as trustee. The notes maturedMarch 1, 2012, but the partnership failed to pay $142.8 millionprincipal amount of notes and accrued interest of $7.23 million.

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The Partnership said it is in continuing discussions withpotential financing sources and the holders of the Notes regardinga restructuring of its obligations.

The partnership reported a net loss of $4.0 million on $95.6million of revenues for nine months ended Sept. 30, 2011,compared with a net loss of $3.7 million on $95.1 million ofrevenues for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed$267.8 million in total assets and $165.4 million in total liabilities.

Moody's Investors Service has lowered Circus andEldorado's probability of default Rating to D from Ca. Standard &Poor's Ratings Services lowered its corporate credit rating on thepartnership to 'D' from 'CCC-'.

(F) Pinnacle Airlines

Pinnacle Airlines Corp., which flies as Delta Connection,United Express and US Airways Express, warned in a letter toemployees in February that it may be forced to file for Chapter 11absent a deal with United Airlines.

Pinnacle is a $1 billion airline holding company with 7,800employees, is the parent company of Pinnacle Airlines, Inc.;Mesaba Aviation, Inc.; and Colgan Air, Inc. Pinnacle's operatingsubsidiaries operate 199 regional jets and 80 turboprops on more

than 1,540 daily flights to 188 cities and towns in the UnitedStates, Canada, Mexico and Belize.

The Company reported $8.81 million on $938.05 million oftotal operating revenue for the nine months ended Sept. 30, 2011,

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compared with net income of $17.02 million on $729.13 million oftotal operating revenue for the same period the year before.

"We still have work to do to reduce our costs and we still

have work to do to make our partner agreements profitable.Unless we have long-term agreements in place, the best way forus to improve our financial performance and ensure a viablefuture for our company may still be the court-supervised Chapter11 process," said Sean Menke, president and CEO of Pinnacle, inthe February 2012 letter.

The Company's balance sheet at Sept. 30, 2011, showed

$1.53 billion in total assets, $1.42 billion in total liabilities and$112.31 million in total stockholders' equity.

* * *

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

Major Pending Disputes In Chapter 11 Cases

Next, we'll quickly review major pending disputes in twolarge chapter 11 cases that Troubled Company Reporter editorsmonitor day-by-day.

(A) Lehman Brothers_____________________________________________________________________________



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Ivy Magdadaro reports that pending disputes involvingLehman Brothers and each of Citigroup, Barclays and JPMorganChase.

(1) Lehman v. Citigroup

Lehman Brothers has sued Citigroup Inc.'s Citibank unitseeking the return of $2.5 billion in collateral given to Citibankprior to Lehman's Chapter 11 filing.

In a Feb. 8 complaint filed with in Manhattan bankruptcycourt, Lehman alleged that the transfers to Citibank werefraudulent and may be recovered under bankruptcy law.

Lehman is also seeking "hundreds of millions" owed byCitibank and wants the $2 billion of claims Citibank filed againstthe bankrupt investment bank reduced or denied. Lehman saidCitibank's $2 billion claims are inflated.

Citibank reportedly said it is entitled to $2 billion of Lehman'scash to secure its claim on Lehman which would otherwise beunsecured. This so-called setoff "is in violation of the bankruptcycode," Lehman asserted in its complaint.

Danielle Romero-Apsilos, a spokeswoman for Citigroup, saidthe recent lawsuit is an "unjustified attempt by the Lehmanestates to renege on their obligations to Citi and claw back assets

to which they have no right." She pointed out that Citi took thecash to protect itself and its shareholders from loss.

Separately, Citigroup is fighting a $1.3 billion demand byLehman's brokerage unit and has settled its differences with thecompany's European affiliate._____________________________________________________________________________



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(2) Lehman v. Barclays

Ms. Magdadaro also reports that Lehman's two other long-

standing major disputes -- one with Barclays Plc over the sale ofthe Lehman broker unit, and the other with JPMorgan Chase overthe bank's role in the collapse of Lehman -- remain pendingbefore the New York bankruptcy court.

In February 2012, Lehman and Barclays were continuingtheir appeals from Bankruptcy Judge James Peck's split decisionlast year to aspects of the parties' billion dollar lawsuit relating to

the 2008 sale of the Lehman brokerage unit. In his decision,Judge Peck told Barclays to return $2 billion in margin assets tothe Lehman broker unit trustee, James Giddens, while orderingthe trustee to give to the U.K. bank at least $1.1 billion, andpossibly another $769 million in a reserve account.

On Feb. 11, lawyers for Barclays and the Lehman trusteefiled final written arguments with the U.S. District Court in

Manhattan. The case is before District Judge Katherine Forrest.

Barclays is asking the district court to overturn Judge Peck'sdecision over the turnover of $2 billion in a margin account to thetrustee. Barclays asserts that much of the money in that accountwas explicitly designated to go to the British bank as part of thesale. Barclays seeks to enforce the deal struck in 2008 to buyLehman's broker business, saying it would "jeopardize" futuresales of distressed companies if contracts and promises were not

honored.

The Lehman trustee, on the other hand, renewed itsargument that the bankruptcy court was correct to assign themoney to the brokerage customers.

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(3) Lehman v. JPMorgan

Meanwhile, in Lehman's $8 billion lawsuit against JPMorgan,

Lehman's unsecured creditors asked the U.S. district court inWashington on Feb. 16 to force U.S. Treasury Secretary TimothyGeithner to testify on JPMorgan's role in the bankruptcy. Theywant Mr. Geithner to be forced to give a deposition by a March 16deadline.

Mr. Geither, the Lehman creditors allege, had more than 35phone conversations with then-Lehman Chief Executive Richard

Fuld and more than 10 with JPMorgan Chief Executive JamieDimon in the week before Lehman's bankruptcy filing.

The U.S. Treasury Dept did not issue a comment on thematter.

Lehman sued JPMorgan in May 2010, saying the clearingbank demanded over $8.6 billion in collateral from Lehman in

September 2008, triggering a liquidity squeeze that contributed toLehman's collapse. JPMorgan countersued, claiming Lehmantricked it into lending $70 billion in the days before the collapseand left it with toxic and worthless securities.

(B)Appleseed's Intermediate

Affiliates of Golden Gate Capital Corp. failed to persuade a

federal district judge in Delaware to dismiss a fraudulent transferlawsuit arising from the April 2007 leveraged buy-out of OrchardBrands Corp., aka Appleseed's Intermediate Holdings LLC, aclothing retailer that implemented a Chapter 11 plan in April 2011.

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Originally filed in bankruptcy court by a trust created forcreditors under the plan, the suit contends that private equityinvestor Golden Gate was the mastermind of an LBO that leftOrchard insolvent from $500 million in new secured debt and a

$310 million dividend paid to the investors along with thecompletion of the acquisition.

The suit alleges that the dividend and the new debt werefounded on "baseless" projections about profitability. The suitseeks to recover the $310 million dividend, along with millions ofdollars in transaction and management fees that the operatingcompanies were required to pay following the LBO.

U.S. District Judge Joseph E. Irenas wrote a 29-pageopinion on March 1 concluding that Golden Gate isn't entitled todismissal of the complaint. Judge Irenas said that the facts laidout in the complaint, taken at face value, make good claims forfraudulent transfer, of types known as constructive andintentionally fraudulent.

Judge Irenas ruled that the $310 million dividend isn'tprotected by the safe harbor in Section 546(e) of the BankruptcyCode. He said the dividend wasn't protected because there wasno exchange, as would be the case when securities were broughtor sold. A dividend is a "one way payment" that doesn't fall underthe safe harbor, he said.

The judge left the door open for Golden Gate to seek todismiss the case later, when facts are better developed to show

whether the suit was begun after the three-year time limit expired.

The complaint lays out details about the $725.1 million infinancing that resulted from the LBO. All but $73.3 million wassecured. Large parts of the complaint were redacted, leaving outdetails about alleged misconduct._____________________________________________________________________________



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Judge Irenas said the plaintiff hadn't shown grounds to keepthe complaint secret. He directed that the complaint be filedpublicly.

Appleseed's and its affiliates filed for bankruptcy protectionon Jan. 19, 2011. Appleseed's is owned by Golden Gate. Whilereducing debt by $420 million, the company's plan created thecreditors' litigation trust that filed the lawsuit. Robert N.Michaelson is the litigation trustee.

Orchard Brands is a holding company that wasn't itself in

Chapter 11.

Delayed Exits From Chapter 11

Julie Anne Lopez-Toledo reports about four Chapter 11debtors whose emergence from Chapter 11 has been delayed:Washington Mutual, Tribune Co., WR Grace and Nebraska Book

Company.

(A) Washington Mutual

Washington Mutual Inc. received long-sought court approvalto exit bankruptcy and repay $7 billion to creditors, ending morethan three years of court battles between hedge funds investors,shareholders and JPMorgan Chase & Co.

The reorganization plan will distribute the money to creditors,many of which are hedge fund investors who specialize in buyingsecurities of bankrupt companies.

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The former parent of Washington Mutual bank, the largestbank to fail in U.S. history, postponed the start of a confirmationhearing on Thursday for last-minute talks to win over a group ofholdout preferred shareholders.

Once that deal was clinched in the early afternoon, the bankholding company had the support of every class of creditors for itsreorganization plan.

WaMu said in a statement that Bankruptcy Judge MaryWalrath in Delaware will enter an order officially confirming theplan.

William Kosturos, the bank's chief restructuring officer, calledthe confirmation a "monumental achievement," saying in astatement the company is looking forward to putting the plan inplace and starting to pay back its creditors.

A small mortgage reinsurance business will exit bankruptcy,owned by the preferred and common shareholders of Washington

Mutual. Shareholders had fought for ownership of the reorganizedcompany, which they argued will own tax credits worth billions ofdollars. Washington Mutual and its creditors have played downthe value of the tax benefits.

Washington Mutual's namesake lending business wasseized by regulators in September 2008 at the height of thefinancial crisis. The bank was immediately sold by the FederalDeposit Insurance Corp to JPMorgan Chase & Co for $1.88

billion. Washington Mutual filed for bankruptcy the next day, andlegal battles quickly followed over who owned which assets.

The confirmation hearing was the company's third attempt toend its bankruptcy.

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Judge Walrath rejected the company's two previous plans, inpart because of her concerns that a group of hedge funds hadused their role negotiating the bankruptcy plan to exploitnonpublic information in trading Washington Mutual securities.

U.S. Bankruptcy Court Judge Mary Walrath approved theplan, which various stakeholders must vote to accept or rejectbefore a March 7 deadline.

(B) Tribune

Tribune Company and its debtor affiliates; the OfficialCommittee of Unsecured Creditors; Oaktree CapitalManagement, L.P.; Angelo, Gordon & Co., L.P.; and JPMorganChase Bank, N.A. submitted to Judge Kevin J. Carey of the U.S.Bankruptcy Court for the District of Delaware a modified Third

Amended Joint Plan of Reorganization and accompanyingsupplemental disclosure document, as modified on February 20,2012.

On December 29, 2011, the Court issued an opinion andrelated order that clarified and modified certain aspects of theOctober 31, 2011 opinion denying confirmation of the competingplans filed in the case. On January 24, 2012, Judge Careyestablished deadlines for the (i) resolution of the AllocationDisputes and (ii) consideration of the DCL Plan Proponents'Supplemental Disclosure Document, Solicitation ProceduresMotion and the Third Amended Joint Plan.

The Third Amended Plan contains modifications that conformto the Confirmation Opinion, as modified by the ReconsiderationOpinion, and miscellaneous provisions.

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The Third Amended Plan provides that holders of claims willreceive the same distributions as those provided under theSecond Amended Plan of Reorganization subject to any furtheradjustments necessary to reflect the adjudication or resolution of

the Allocation Disputes.

In the Confirmation Opinion, the Court found persuasiveLazard's January 2011 Reorganized Value Analysis andconcluded that "the Debtors' Total Distributable Value is . . .$7.019 billion."

Accordingly, the Debtors are updating the Court-approved

valuation of $7.019 billion to reflect the impact on value ofdevelopments since completion of the January 2011 ReorganizedValue Analysis. However, the Debtors are still completing thevaluation update. The DCL Proponents expect to provideadditional disclosure regarding such update before the hearing onthe Supplemental Disclosure Document.

Judge Carey scheduled for March 23, 2012, the hearing to

consider approval of the Solicitation Procedures Motion, includingapproval of the Supplemental Disclosure Document. Parties haveuntil March 9, 2012 to file any objections to the SolicitationProcedures Motion.

Tribune Co., which owns the Chicago Tribune, Los AngelesTimes, WGN Ch. 9 and many other media properties, has been inbankruptcy since Dec. 8, 2008.

(C) W.R. Grace

Plan Proponents W.R. Grace & Co. and its debtor affiliates,the Official Committee of Equity Security Holders, the OfficialCommittee of Asbestos-related Personal Injury Claimants, and the_____________________________________________________________________________



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Future Claims Representative asked the U.S. District Court for theDistrict of Delaware to make two limited and specific amendmentsto the memorandum opinion and order that Judge Ronald L.Buckwalter issued on January 30, 2012, affirming the Debtors'

Joint Plan of Reorganization.

The Plan Proponents seek (1) an addition to the AffirmationOrder to clarify that all the injunctions and releases in the JointPlan, not just the injunction under Section 524(g) of theBankruptcy Code, are approved, issued and affirmed; and (2)revisions to two paragraphs of the Memorandum Opinion toconform the opinion more closely to the language of the Joint

Plan regarding jury trials.

The Plan Proponents believe it would be prudent at thisstage and would not cause any delay to modify the Order and the

jury trial section of the Memorandum Opinion.

Laura Davis Jones at Pachulski Stang said Sealed AirCorporation and Fresenius Medical Care Holdings, Inc., whose

settlement agreements provide for payment of more than $1billion to the trusts created by the Joint Plan, have pointed out tothe Plan Proponents that the language in the Order does notexpressly reference certain of the Joint Plan's injunctions, inaddition to the Section 524(g) injunction, and releases that protecttheir rights, and have suggested certain modification to the Orderto clarify the breadth and force of the injunctions.

Sealed Air and Fresenius are contemporaneously filing their

own motion requesting identical revised language in the Order.

Ms. Jones says the Plan Proponents' requested wordingchanges do not alter any of the Court's analysis or the bases onwhich it upheld the Joint Plan's treatment of jury trial rights. Shepoints out that the Plan Proponents merely ask the Court to_____________________________________________________________________________



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modify certain wordings to ensure that the Memorandum Opinionis consistent with the terms of the Joint Plan that theMemorandum Opinion is affirming.

Anderson Memorial Hospital and BNSF Railway Companyseparately have asked the District Court for an extension of timeto file a notice of appeal from Judge Buckwalter's memorandumopinion and order affirming the confirmation of the Debtors' JointPlan.

The deadline to appeal the Opinion and Order was Feb. 29.

Garlock Sealing, Cryovac Inc., and Fresenius have filedmotions to amend and clarify the Opinion and Order. Andersonmeanwhile said it is prudent and in the best interest of all partiesto have a clear resolution of these issues prior to the filing of anynotice of appeal of the Opinion and Order.

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

(D) Nebraska Book

Judge Peter Walsh in late February signed an order grantingNBC Acquisition Corp., parent company of college bookwholesaler and bookstore operator Nebraska Book Company, asecond extension to file a Chapter 11 reorganization plan.

Nebraska now has until April 23 to create a plan to emergefrom pre-arranged bankruptcy. The solicitation period goesthrough June 21, almost exactly one year to the day since thecompany entered bankruptcy protection.

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As noted in a declaration by COO and president Barry S.Major, the reason for the extensions is that variousmacroeconomic indicators had disrupted capital markets andmade exit financing more difficult to obtain.

At the time of its bankruptcy filing last June, Nebraska Bookreported $657.2 million in assets and $564 million in debt as ofFebruary 14, 2011. The company is funding post-petitionoperations with a $200 million Superpriority DIP Creditagreement, which was amended at the end of December.

* * *

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 six companies thatissued or will issue shares of new common stock uponemergence pursuant to the plans of reorganization they filed intheir Chapter 11 cases in February 2012. These are: JobsonMedical Information Holdings, Trailer Bridge, William LyonHomes, Great Atlantic & Pacific Tea, Ener1, and Peak

Broadcasting.

(A) Jobson Medical

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Jobson Medical Information Holdings LLC filed in earlyFebruary for Chapter 11 bankruptcy in the U.S. Bankruptcy Courtin Manhattan armed with a pre-packaged bankruptcy plan thatgives the company three more years to pay off its loan and grants

its secured lender equity in the new company.

The Debtor reached an agreement with lender GeneralElectric Capital Corp. after beginning negotiations last August torestructure its $117.3 million loan, which matured Dec. 1, 2011.The new loan, which has the same principal amount, will matureDec. 14, 2014. In exchange for the extension, GE Capital willreceive 20% equity in the company. Unsecured creditors with

claims totaling about $2 million will be paid in full. The Planallows the Class A shareholders to retain 80% of the new stock.The existing Class B shareholders retain nothing.

Bankruptcy Judge Sean Lane was slated to hold a combinedhearing on March 5 on the adequacy of the disclosure statementand the confirmation of the Prepackaged Plan.

(B) Trailer Bridge

Trailer Bridge filed with the U.S. Bankruptcy Court a FirstAmended Chapter 11 Plan of Reorganization and relatedDisclosure Statement.

On the Effective Date, the Reorganized Debtor will obtainnew financing in the approximate amount of $31 million. Funds

from the exit facility will be used to satisfy the DIP Facility Claims,support other payments required to be made under the Plan, paytransaction costs, and fund working capital and other generalcorporate purposes of the Reorganized Debtor following theEffective Date.

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The Corporate Governance Documents of the ReorganizedDebtor will provide for the authorization of and issuance of NewCommon Stock in the Reorganized Debtor to the holders of

Allowed Noteholder Deficiency Claims which will be subject to

dilution based upon the issuance of New Common Stock issuedpursuant to any New Management Incentive Plan as set forth in

Article IV of the Plan, and Allowed Old Common Interests.

If creditors accept and the plan is technically proper, securednoteholders owed $86.3 million will receive a new secured notefor $65 million plus some of the new stock, for a projected 75%recovery. Unsecured claims, not including noteholders' deficiency

claims, total $4.5 million to $6.5 million. Unsecured creditors areto split up $3.5 million cash. If they don't take home a 85%recovery in cash, they also receive some of the new stock andwarrants. The projected recovery for unsecured creditors is 65%to 95%. If unsecured creditors accept the plan and receive 85%cash, existing shareholders will receive 15 cents for each oldshare, or some of the new stock.

The bankruptcy court in Jacksonville, Florida scheduled aMarch 16 confirmation hearing to approve both the disclosurestatement and the plan.

(C) William Lyon Homes

William Lyon Homes emerged from its voluntary pre-packaged chapter 11 reorganization with the effectiveness of its

plan of reorganization having occurred on February 25. The U.S.Bankruptcy Court confirmed the Company's pre-packaged plan ofreorganization on February 10th, just 53 days after its plan andrelated petitions were filed.

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Upon emergence from Chapter 11 protection, approximately$180 million in principal amount of debt will be eliminated as partof the recapitalization plan, resulting in a 37% reduction in overalldebt. Annual cash interest expense will also be reduced by nearly

$25 million or approximately 45% compared with current levels.

The Plan exchanges the notes for equity and generates $85million in new cash. Holders owed $300 million on seniorunsecured notes are to exchange the debt for $75 million in newsecured notes plus 28.5% of the common equity. The Lyon familywill invest $25 million in return for 20% of the common stock andwarrants for another 9.1%. Senior secured lenders led by ColFin

WLH Funding LLC, an affiliate of real-estate finance andinvestment company Colony Financial Inc., would receive a new$235 million 10.25% three-year secured note for existing securedclaim of at least $206 million in principal. There will be a rightsoffering to buy $10 million in common stock and $50 million inconvertible preferred stock, representing 51.5% of the new equity.

A noteholder has agreed to buy any of the offering that isn'tpurchased.

(D) Great Atlantic & Pacific Tea Company

The U.S. Bankruptcy Court confirmed Great Atlantic &Pacific Tea Company's First Amended Joint Plan ofReorganization, dated February 17, 2012, despite objections filedby several parties. The Plan provides for, among other things, a$490 million in financing from Yucaipa Cos., cancellation of

existing equity interests and zero recovery for shareholders.Yucaipa's Ron Burkle will be chairman of the reorganized entity.

(E) Ener1

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Ener1, Inc., said the U.S. Bankruptcy Court in Manhattanhas confirmed its pre-packaged Plan of Reorganization, asmodified, which clears the way for the company to emerge fromits Chapter 11 reorganization by mid-March. The plan provides

for a restructuring of the company's long-term debt and theinfusion of up to $86 million of new equity funding, which willsupport the continued operation of Ener1's subsidiaries.

In addition to the new equity funding, the holders of theexisting senior notes, the convertible notes and a line of credithave agreed to restructure their debt in a partial debt-for-equityexchange. All of the current common stock will be cancelled

when the plan becomes effective, and new common andpreferred stock will be issued to both the current note holders andin consideration of the new equity funding that will flow into thecompany. The existing notes will be exchanged for a combinationof cash, new equity and new notes.

Ener1's plan is expected to become effective within the nexttwo weeks.

(F) Peak Broadcasting

Peak Broadcasting received confirmation from the U.S.Bankruptcy Court in Delaware of its reorganization plan, whichwas approved by the majority of the Debtor's creditors.

The senior lenders, mainly Oaktree Capital and Rabobank,

will become the new owners, pending approval by the FederalCommunications Commisision of license transfers.

Nearly all of the equity at Peak is currently held by variousDuff Ackerman & Goodrich investment funds, with CEO ToddLawley and other execs having only small personal stakes._____________________________________________________________________________



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Under the plan, Peaks assets will go to a new company, with thesenior creditors as the 100% owners.

According to the plan, the first lien holders are owed $87.5

million. In addition to owning 100% of the new Peak theyll also beissuing a new $37 million loan. Second lien debt of $18 million isheld by Bernard National Loan Investors as successor to D.B.Zwirn Special Opportunities Fund. It will be paid $1,025,000under the plan.

Duff Ackerman & Goodrich will be paid $3.3 million for asenior second lien.

Unsecured claims by creditors like Arbitron (owed $38,000),Premiere Radio Network (owed $18,000), Katz Radio (owed$17,000) and ASCAP ($16,000) are unimpaired and are to bepaid in full.

* * *

That ends the Beard Group Corporate Restructuring Review forFebruary 2012, brought to you by the editors of the TroubledCompany Reporter and Troubled Company Prospector. If you'dlike to receive the Troubled Company Reporter for 30-days at nocost -- and with no strings attached -- call Nina Novak at (240)629-3300 or visit bankrupt-dot-com-slash-free-trial and we'll addyou 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 April 16th.Thank you for listening.