Beard Group Corporate Restructuring Review

For April 2011

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

An audio recording of this presentation is available

at http://bankrupt.com/restructuringreview/
____________________________________________________

Welcome to the Beard Group Corporate Restructuring

Review for April 2011, 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;

• 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 2011 Mega Cases

Now, let's review the largest chapter 11 cases in April 2011.

Danilo Muñoz reports that the number of Chapter 11 filings

involving companies with assets in excess of $100 million has
risen slightly in April. There were eight such filings last month.

For the first four months of 2011, a total of 25 companies

with assets of at least $100 million filed for Chapter 11
bankruptcy, or an average of six companies per month. There
were six companies with assets of at least $100 million that filed
for Chapter 11 bankruptcy in March 2011, six in February 2011,
and five in January 2011.

In comparison, during the first four months of 2010, there

were a total of 41 mega cases: 7 mega cases in April that year, 12
in March, 7 in February and 15 in January. That's an average of
about 10 mega cases per month. The decline in the number of
mega cases for the first four months of this year compared to last
year's was about 45%. For fiscal year 2010, there were a total of
105 mega cases, or an average of about 9 per month.

There were no billion-dollar bankruptcies in April. Year-to-

date, two billion-dollar companies have tumbled into the

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Beard Group Corporate Restructuring Review for April 2011 -- page 2

bankruptcy courts: Borders Group and MSR Resort Golf Course,
both of which filed in February.

During the same four-month period in 2010, there was no

Chapter 11 filing involving assets in excess of $1 billion.

The largest Chapter 11 filing last month was by Indianapolis

Downs LLC, which estimated assets of $500 million to $1 billion in
its petition. Indianapolis Downs filed for Chapter 11 protection on
April 7 with the Bankruptcy Court for the District of Delaware.

Indianapolis Downs operates a "racino," which is a combined

race track and casino, at a state-of-the-art 283-acre site in
Shelbyville, Indiana. It also operates two satellite wagering
facilities in Evansville and Clarksville, Indiana.

Gregory F. Rayburn, chief restructuring officer of Indianapolis

Downs, relates in a court filing, "Despite the success of 2010, the
Debtors faced certain operational issues inherent in the early
stages of a gaming facility and financial issues, primarily their
ability to service the long term debt incurred because of an initial
$250 million state-mandated license fee and a high statutory tax
rate."

The second largest filing was by Sbarro Inc., which listed

$471 million in total assets and $486 million in total liabilities as of
the Petition Date. Sbarro filed for Chapter 11 on April 4 with the
Bankruptcy Court for the Southern District of New York in
Manhattan.

Melville, New York-based Sbarro is a global Italian quick

service restaurant concept with roughly 5,170 employees, 1,045
restaurants throughout 42 countries, and annual revenues in
excess of $300 million at the time of its filing.

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Beard Group Corporate Restructuring Review for April 2011 -- page 3

 Sbarro said it has reached an agreement with all of its
second-lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Judge Shelley C. Chapman recently gave final approval to

Sbarro's $35 million debtor-in-possession financing package as
an attorney revealed that a foreign strategic buyer was courting
the Company.

Meanwhile, Majestic Capital's bankruptcy filing ranked the

third largest last month. Majestic Capital reported $436 million in
total assets and $421 million in total liabilities.

Hamilton, Bermuda-based Majestic Capital, through its

subsidiaries, is a specialty provider of workers' compensation
insurance products and services. According to its annual report,
the Company had more than 1,032 policyholders with average
annual workers' compensation primary insurance policy premium
of $87,000, as of Dec. 31, 2010.

On April 27, Majestic Capital announced that it received a

notification from the California Department of Insurance that the
DOI Insurance Commissioner had placed its principal subsidiary,
Majestic Insurance Company, into conservation and rehabilitation
proceedings. The Commissioner simultaneously filed a motion
seeking approval for a proposed rehabilitation plan where
Majestic Insurance's insurance liabilities and certain assets will be
transferred to AmTrust North America, Inc.

The fourth largest Chapter 11 filing was by Satelites

Mexicanos, S.A. de C.V. and affiliates Alterna'TV International
Corporation and Alterna'TV Corporation, which filed on April 6,
with the Bankruptcy Court for the District of Delaware.

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Beard Group Corporate Restructuring Review for April 2011 -- page 4

 Satmex is a Mexico-based provider of fixed satellite services
in the Americas, with coverage to more than 90% of the
population to the Americas, including more than 45 nations and
territories. Satmex also provides Latin American television
programming in the United States. In its schedules, Satmex
disclosed $393 million in total assets and $457 million in total
debts on a stand-alone basis.

This is Satmex's second trip to Chapter 11 bankruptcy.

Satmex first filed in August 2006 in New York bankruptcy court
and exited four months later with a plan to repay creditors owed
about $743 million with new debt and equity.

In the 2011 case, Satmex filed simultaneous with its

bankruptcy petition a restructuring plan supported by noteholders.
Satmex announced late March that it had reached an agreement
with the holders of more than two-thirds of the outstanding
principal amount of its first priority senior secured notes due 2011
and second priority senior secured notes due 2013 to support a
prepackaged plan. Delaware Bankruptcy Judge Christopher S.
Sontchi, who handles the case, set a combined hearing May 11 to
consider approval of the disclosure statement and confirmation of
Satmex's Chapter 11 plan.

Other large Chapter 11 filings in April were filed by

Waterscape Resort LLC, which sought bankruptcy court
protection on April 5, with the U.S. Bankruptcy Court for the
Southern District of New York, after defaulting on loan payments.
Waterscape Resort owns the 45-story Cassa Hotel and
Residences in Midtown Manhattan. The Company estimated
more than $100 million each in assets and debt as of the
bankruptcy filing.

Prior to the bankruptcy filing, Waterscape Resort executed a

contract to sell its hotel assets for $126 million (plus a payment of
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Beard Group Corporate Restructuring Review for April 2011 -- page 5

$2 million relating to certain mortgage tax savings that the buyer
would realize on the transaction). Waterscape filed the bankruptcy
case to address both its obligations to secured lenders and its
numerous mechanics liens disputes.

Another large case was by Bowe Systec, Inc., which along

with affiliates, filed Chapter 11 petitions on April 18, with the
Bankruptcy Court for the District of Delaware, estimating debt of
$100 million to $500 million.

The Company, based in Wheeling, Illinois, claims to be one

of two leaders nationally in high volume production mail solutions,
offering a combination of hardware, services and software to high
volume mailers worldwide including financial and insurance firms,
government agencies, services bureaus, utilities, and direct-mail
firms and others.

Bowe Bell + Howell sought Chapter 11 bankruptcy protection

in the U.S. as part of a deal to itself to creditor Versa Capital
Management Inc. to pay off debt. Bowe Bell + Howell said it has
entered into an asset purchase agreement with Versa under
which Versa and its co-investment partner Access Value
Investors, Inc., would acquire substantially all of the Company's
assets. Versa holds the majority of the Company's outstanding
secured debt, which will be resolved through the sale.

Peregrine I, LLC, another large case, filed for Chapter 11

bankruptcy protection with the Bankruptcy Court for the District of
Delaware on April 25, estimating assets and debts in excess of
$100 million. Headquartered in the Cayman Islands, Peregrine I
is an offshore drilling company backed by a unit of General
Electric Co.

Rounding the list of April mega cases is Maronda Homes

Inc., which, along with affiliates, filed for Chapter 11 bankruptcy
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Beard Group Corporate Restructuring Review for April 2011 -- page 6

with the Bankruptcy Court for the Western District of
Pennsylvania. Maronda Homes, citing its inability to renegotiate
credit terms, estimated assets of $100 million to $500 million and
debts of $50 million to $100 million. Maronda, based in Clinton,
Pennsylvania, near Pittsburgh, builds homes in Florida,
Pennsylvania, Georgia and Kentucky.

Mr. Muñoz also reports that two of last month's mega cases
were prepackaged or pre-negotiated in nature. Year-to-date, 8 of
the 25 mega cases had a prepackaged Chapter 11 plan as of the
Petition Date -- or about 33% of the mega cases. For fiscal year
2010, a total of 35 prepacks or pre-arranged cases were filed --
about one in every three filings in 2010.

Of the April mega cases, four went to Delaware, three went

to the Southern District of New York and the last went to the
Western District of Pennsylvania in Pittsburgh. In March, four
mega cases went to Delaware, one went to New Jersey and the
last filed in Puerto Rico. In February, three went to the Southern
District of New York, one went to Delaware, one went to the
Southern District of Texas and one went to the Middle District of
Georgia. Of the January mega-cases, four went to Delaware and
the remaining mega case went to the Northern District of Texas.
For the first four months of 2011, 13 mega-cases went to
Delaware and 7 went to the Southern District of New York.

Lehman Brothers Holding Corp. remains the biggest

corporate bust in history. Lehman, which filed in 2008, had $639
billion in total assets and $613 billion in total debts at that time of
its filing.

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.
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 Carlo Fernandez compiled a list of three large companies
he's convinced are nearing Chapter 11 bankruptcy: Bakers
Footwear, Jackson Hewitt and Dynegy.

(A) Bakers Footwear

St. Louis, Missouri-based Bakers Footwear Group, Inc., a

national, mall-based, specialty retailer for women's footwear and
accessories, said that it had "positive sales trends" beginning in
June 2008 through April 2011. However, its ability to maintain its
liquidity position is highly dependent on sustaining these sales
trends. The Company noted that net losses in recent years have
negatively impacted its liquidity and financial position. According
to the Company, absent the positive sales trends, it would have to
obtain additional sources of liquidity, or take additional cost cutting
measures.

"If we cannot obtain needed financing, our operations may

be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company," Bakers Footwear said in its annual
report filed with the Securities and Exchange Commission.

Ernst & Young LLP, the auditor, has expressed substantial

doubt about Bakers Footwear's ability to continue as a going
concern. The independent auditors noted that the Company has
incurred substantial losses from operations in recent years and
has a significant working capital deficiency.

The Company's balance sheet at Jan. 29, 2011 showed

$48.01 million in total assets, and $53.99 million in total liabilities.

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Beard Group Corporate Restructuring Review for April 2011 -- page 8

 (B) Jackson Hewitt

Jackson Hewitt Tax Service Inc. has amended its credit

agreement, giving it an extra three weeks, until May 20, to make a
principal payment and strike a restructuring deal with its lender.
The Company said it negotiated an amendment to its credit
agreement with Wells Fargo to have additional time for the
company and the lenders to agree upon a mutually satisfactory
restructuring.

The Company had previously revealed that it was attempting

to negotiate a restructuring of its balance sheet with its lenders,
including a possible pre-packaged bankruptcy. Jackson Hewitt, a
tax return preparation services provider, had $316 million in total
assets and $378 million in total liabilities as of October 31, 2010.

(C) Dynegy

Dynegy Inc. has hired bankruptcy advisors for its potential

debt restructuring. Dynegy is also in talks with lenders about
amending its credit facility as it likely won't satisfy financial
covenants later this year.

The Company's credit facility consists of a $1.08 billion

revolving credit facility, an $850 million term letter of credit facility
and a $68 million senior secured term loan facility. The Company
is compliant with the EBITDA-to-Consolidated Interest Expense
covenant as of March 31, 2011.

However, Dynegy projects it will not be in compliance with

this covenant beginning in the third or fourth quarter. To continue
as a going concern over the next 12 months, the Company said it
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Beard Group Corporate Restructuring Review for April 2011 -- page 9

must, in the near-term (i) meet the financial covenants so that it
can access its Credit Facility, (ii) amend or replace its Credit
Facility or obtain a waiver of certain of its requirements, or (iii)
otherwise secure additional capital.

Dynegy's Credit Facility includes a revolving credit facility

which had undrawn capacity of $649 million at March 31, 2011,
and expires by its terms on April 2, 2012.

"We are currently discussing with lenders the terms upon

which an amendment to the Credit Facility or a new credit facility
could be implemented. We expect the capacity of any amended
or new credit facility to be less than the current capacity of $1
billion and to be at a higher cost," the Company said.

In April, Dynegy announced that the law firm of White &

Case LLP and the financial advisory firm of Lazard Freres & Co.
LLC have been retained to advise the company and the Finance
and Restructuring Committee of Dynegy's Board of Directors on
debt restructuring activities. The purpose of the committee is to
undertake a comprehensive review of Dynegy's various
restructuring alternatives, including, without limitation, if
appropriate, reviewing and evaluating (i) possible changes to the
capital structure of Dynegy, including the issuance, repurchase or
prepayment of indebtedness or equity securities and (ii) possible
sales of Dynegy's assets. Investment bank Houlihan Lokey is
advising Dynegy creditors.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.

produces and sells electric energy, capacity and ancillary services
in key U.S. markets. Dynegy had $9.8 billion in total assets and
$7.18 billion in total liabilities as of March 31, 2011. It incurred a
net loss of $77 million on $505 million of revenue for three months
ended March 31, 2011, compared with net income of $145 million
on $858 million of revenue in the same period in 2010.
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Beard Group Corporate Restructuring Review for April 2011 -- page 10

 * * *

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 three

large chapter 11 cases that Troubled Company Reporter editors
monitor day-by-day.

(A) Lehman Brothers

Ivy Magdadaro identified two major disputes in the Lehman

Brothers bankruptcy. The disputes involve litigation between the
trustee for Lehman's brokerage unit and Barclays Plc, and the
company’s own suit against JPMorgan Chase in an effort to
recover billions of dollars for Lehman creditors.

(1) Lehman-Barclays Dispute

According to Ms. Magdadaro, Barclays scored another

victory against Lehman, as Bankruptcy Judge James Peck for the
Southern District of New York said in a May 9 hearing that he
would not oppose an agreement by the trustee of Lehman's
broker unit, James Giddens, to pay Barclays $1.1 billion related to
securities clearing.
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Beard Group Corporate Restructuring Review for April 2011 -- page 11

 The trading assets from which the $1.1 billion would be
taken are held in the so-called "clearance boxes" to clear trades.
Barclays previously argued that those assets should have been
transferred to it in September 2008, when Barclays bought
Lehman's North American broker unit business.

The Lehman liquidating trustee originally said it only owed

$869 million on those trading assets, while Barclays said the
value of some of the securities have gone up and that it should
receive more than $1 billion. The Lehman trustee subsequently
conceded to the $1 billion payment amount.

However, another $2 billion in "margin assets" are in the

dispute. The margin assets refer to deposits held to back trades.
On April 28, the Lehman trustee demanded $2.1 billion of those
margin assets from Barclays, plus 9% interest.

Judge Peck declined to rule on the continuing "margin

assets" dispute at the May 9 hearing. He said the issue will need
"some thought" and added that another hearing date will be set
for it.

Judge Peck, however, said the demand for margin is

consistent with a ruling he issued in February 2011, compelling
Barclays to pay or return any cash it had taken in the broker unit
sale deal. The judge made the comment after Barclays lawyer
David Boies said that negotiations over the margin assets dispute
have reached "the end of the road."

Mr. Boies said Barclays understood the February 2011 ruling

to exclude non-cash margin. Barclays said of a total of $4 billion
in margin, about $1.5 billion involves securities maturing in more
than 3 months and about $640 million of non-cash margin had
maturities longer than 15 years.
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Beard Group Corporate Restructuring Review for April 2011 -- page 12

 Judge Peck questioned why he was not informed at trial that
some of the margin were invested in long-term securities. The
Barclays lawyer explained that the argument at the trial was
whether Barclays should pay cash and cash equivalents.

The February 2011 ruling entered by Judge Peck followed a

three-way fight, where (1) Barclays said it was owed $3 billion on
its purchase of the Lehman broker unit; (2) the Lehman trustee
demanded $7 billion from Barclays; and (3) the New York-based
Lehman parent company sought an alleged $11 billion "windfall"
Barclays made on the broker unit purchase. On February 22,
Judge Peck held that the broker unit sale transaction was fair
even as the sale process was less than perfect. Thus, the
Lehman parent and the Lehman trustee lost their bid to recover
the alleged $11 billion windfall.

The judge also held that Barclays should return any cash it
may have received from the broker unit sale. He, however, left it
to the parties to work out the exact dollar amounts that should
change hands. If the parties cannot agree on how much is owed
by whom, the Court may have to re-open the trial to compute the
exact numbers. Until the Court puts dollar amounts into the
February 22 decision, neither side can appeal.

On April 29, Lehman wrote the bankruptcy judge a letter

seeking $500 million from Barclays for failing to pay bonuses the
UK bank agreed to when it bought the Lehman brokerage unit.
The day before that Barclays asked the Court to clarify which
assets it is entitled to in relation to its purchase of the Lehman
unit.

Barclays argues that it had paid all promised bonuses.

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Beard Group Corporate Restructuring Review for April 2011 -- page 13

 Lehman and two creditor groups have proposed competing
Chapter 11 plans. Hearings on the three plans before Judge
Peck have been scheduled for June 28.

(2) Lehman-JP Morgan Dispute

In April 2011, Lehman and the official committee of

unsecured creditors appointed in its case sought dismissal of the
amended counterclaims filed by JPMorgan in billion-dollar
lawsuits among the parties.

Lehman sued JPMorgan in May 2010 accusing it of taking

advantage of insider information to extract $8.6 billion of assets
from the estate in 2008. JPMorgan was Lehman's clearing bank
at the time it filed for bankruptcy protection. JPMorgan filed a
countersuit in December 2010 and amended it in February 2011.
JPMorgan said Lehman left it with billions in unpaid loans secured
by "bad assets" left out in the Lehman-Barclays sale deal.

Lehman asserts that JPMorgan's counterclaims are

"contingent" and that, if JPMorgan has a legitimate dispute, it is
with Barclays and not with it. Lehman maintains that it cannot be
held liable for allegedly representing that Barclays would later
acquire all of the Lehman broker business or concealing that
Barclays that would not in fact purchase all of those assets.

Lehman also notes that JPMorgan supported the sale and

executed two release settlements with Barclays in relation to
those transactions, but never voiced accusations of Lehman's
wrongdoing. Lehman asserts that it is now untimely for JPMorgan
to come up with a story that Lehman conspired with Barclays to
harm JPMorgan with respect to the subject securities.

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Beard Group Corporate Restructuring Review for April 2011 -- page 14

 Meanwhile, James Giddens, the liquidating trustee for the
Lehman broker unit, said he has negotiated a settlement with
JPMorgan where the clearing bank has agreed to return more
than $800 million of cash and securities to resolve the trustee's
claims. The assets include $755 million of cash and about $106
million of securities. The settlement is said to the biggest
affirmative settlement for Lehman customers. Despite the
JPMorgan settlement though, the Lehman trustee still needs to
resolve $42.7 billion in claims.

(B) Tribune

According to Ms. Magdadaro, the plan approval process in

the bankruptcy case of Tribune Co. is still ongoing before
Bankruptcy Judge Kevin Carey of the District of Delaware.
Resolution of the disputed $13 billion leveraged buy-out of the
company in 2007 is also pending.

Two competing plans are before the Court, one backed by

Tribune, the Creditors Committee, Oaktree Capital, Angelo
Gordon and JPMorgan; and the other by Aurelius Capital
Management, Deutsche Bank, Law Debenture Trust and
Wilmington Trust. The Tribune-backed plan contemplates lawsuit
releases for some of the Buy-Out lender parties but not the
Company's directors and officers. The Aurelius-backed plan calls
for the prosecution of all Buy-Out parties.

Entities and personalities connected to the Buy-Out are

lenders JPMorgan Chase and Merrill Lynch Capital Corporation,
Mr. Zell, and other Tribune directors and officers.

Confirmation hearings commenced in March and the initial

phase was completed in April. Post-trial briefs are due in May.
Closing arguments are set for June 14.
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Beard Group Corporate Restructuring Review for April 2011 -- page 15

 Judge Carey didn't chose between both plans in March,
saying the plans didn't satisfy him. Tribune CEO Sam Zell has
called for the rejection of both plans because neither plan
adequately protects him from potential lawsuits.

Another round of amendments was filed by the Plan

Proponents to their plan versions in April. Both Tribune and
Aurelius changed the form of payment being offered to the other
side under the plans, but neither gave up more value to the other.
The Proponents don't expect the plan changes to alter the results
of the already solicited votes.

Judge Carey is expected to enter a ruling May 17 on

Tribune's request to send out ballots again and Aurelius' decision
not to re-solicit votes in light of the perceived notion that senior
lenders will not change their minds after years of fighting with
bondholders.

Tribune is the second largest newspaper publisher in the

U.S. It filed for bankruptcy in Dec. 2008.

* * *

The Troubled Company Reporter provides detailed reporting

about every chapter 11 filing nationwide. Stay tuned to learn more
about obtaining a trial subscription to the TCR at no cost or
obligation.

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Beard Group Corporate Restructuring Review for April 2011 -- page 16

 Delayed Exits From Chapter 11

Julie Anne Lopez reports about three Chapter 11 debtors

whose emergence from Chapter 11 has been delayed: Tribune
Co., WR Grace & Co., Lehman Brothers, and Washington Mutual.

(A) Tribune

In Tribune, the Court on April 14, 2011, completed the initial

phase of the confirmation hearing in connection with the
competing Chapter 11 Plans filed by (i) the Debtors, the Creditors
Committee, Oaktree Capital, Angelo Gordon and JPMorgan; and
(ii) Aurelius Capital Management, Deutsche Bank, Law Debenture
Trust and Wilmington Trust.

At the April 14 hearing, the Court established a tentative

briefing and closing arguments schedule. At a hearing held on
April 21, the Court further set certain deadlines and requirements
for the confirmation hearing briefing and directed that counsel
confer and file a form of order embodying the briefing schedule
discussed on the record.

At the conclusion of the April 14 hearing, the Plan

Proponents, at the direction of the Court, conferred and greed
upon (i) certain procedures related to the admission of documents
and deposition testimony into evidence for consideration in
connection with the confirmation hearing; and (ii) the resolution of
objections by the Plan Proponents to the admission of certain
documents and deposition testimony.

The most recent hearing relating to confirmation of the

Competing Plans was on April 23 to discuss re-solicitation issues.

Tribune and Aurelius also submitted to Judge Carey their

amended Chapter 11 Plans of Reorganization.
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Beard Group Corporate Restructuring Review for April 2011 -- page 17

 Tribune filed its Second Amended Joint Plan of
Reorganization on April 26, while Aurelius submitted its Third
Amended Joint Plan of Reorganization on April 25.

Judge Carey established this schedule to govern the briefing

and closing arguments phase of the hearing:

May 11 -- Competing Plan Proponents will file opening

post-trial briefs.

May 20 -- The Plan Proponents will submit reply briefs.

May 27 -- The Plan Proponents will file post-trial briefs.

June 14 -- The Court will hear closing arguments.

Tribune's Chapter 11 reorganization began in December

2008.

(B) W.R. Grace

W.R. Grace, which marked its 10th year in bankruptcy on

April 2, 2011, has not yet emerged from Chapter 11.

In its earnings report filed April 26 for the first quarter ended
March 31, 2011, Grace disclosed that the United States District
Court for the District of Delaware has scheduled a hearing on
June 28 for oral argument on appeals to the order confirming its
Joint Plan of Reorganization.

Several parties have taken an appeal from Judge Judith

Fitzgerald's confirmation order on January 31.

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Beard Group Corporate Restructuring Review for April 2011 -- page 18

 The parties include the Official Committee of Unsecured
Creditors, a group of lenders under the prepetition bank credit
facilities, Garlock Sealing Technologies, the state of Montana, Her
Majesty the Queen in Right of Canada, and BNSF Railway
Company.

The timing of Grace's emergence from Chapter 11 will

depend on affirmation of the Plan by the District Court and the
satisfaction or waiver of the other conditions set forth in the Plan,
including the resolution of any further appeals. Grace said it is
preparing to consummate the Plan as quickly as practicable.

(C) Lehman Brothers

In Lehman Brothers, three Chapter 11 plans are now

competing to reorganize the company. The plans cover the
spectrum on the issue known as substantive consolidation. One
group of creditors led by Paulson & Co. presented a plan that
calls for substantive consolidation. The newest plan, filed late
April by a group including affiliates of Deutsche Bank and
Goldman Sachs Group Inc., is not premised on substantive
consolidation. Lehman’s own plan falls somewhere in the middle,
in an attempt at compromise with creditors seeking substantive
consolidation.

In substantive consolidation, the assets derived from all

Lehman companies are thrown into one pot and creditors of all
companies are treated alike. Guarantees aren’t honored and
inter-company debt is disregarded. As a result, some creditor
groups may come out better and some worse.

There will be a hearing in bankruptcy court on June 28 to

consider approval of disclosure statements explaining the plans.

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Beard Group Corporate Restructuring Review for April 2011 -- page 19

Lehman is aiming for a November hearing to approve one of the
plans.

Lehman has been in bankruptcy since Sept. 15, 2008.

(D) Washington Mutual

Creditors are once again voting on WaMu’s modified

reorganization plan.

Washington Mutual won court approval in March to send out

a revised plan to creditors for a vote. The revised plan contains
information that spells out the financial effect of a potential finding
that some or all of the hedge funds profited based on confidential
Chapter 11 data.

Voting ends May 13. The hearing for approval of the plan is
set for June 6.

Washington Mutual’s stay in bankruptcy began in September

2008 when regulators seized its banking unit.

New Publicly Traded Securities

Psyche Maricon Castillon reports about five companies who

issued or will issue shares of new common stock upon
emergence pursuant to the plans of reorganization they filed in
their Chapter 11 cases. These are SatMex, Aliante Holdings and
Station Casinos, Orchard Brands, GSC Group, and Wolverine
Tube.

(A) SatMex
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Beard Group Corporate Restructuring Review for April 2011 -- page 20

 Satelites Mexicanos, S.A. de C.V., filed voluntary petitions
for a prepackaged plan of reorganization under Chapter 11 on
April 6.

Satmex has reached an agreement with the holders of more

than two-thirds of the outstanding principal amount of its First
Priority Senior Secured Notes due 2011 and Second Priority
Senior Secured Notes due 2013 to support the Prepackaged
Plan.

The Plan contemplates that the recapitalization will be

financed with the proceeds of an offering of up to US$325 million
in aggregate principal amount of new senior secured debt
financing and the proceeds of a rights offering of equity securities
in the indirect parent of reorganized Satmex to eligible holders of
Second Priority Senior Secured Notes in an aggregate amount of
up to US$96.25 million. Eligible holders of Second Priority Senior
Secured Notes will also have the right to invest in their pro rata
share of a follow-on issuance of equity securities in an aggregate
amount of up to $40 million, which may be called by the
reorganized company for purposes of funding the construction
and launch of Satmex 7.

(B) Aliante Holdings/Station Casinos

Station Casinos Inc.'s subsidiaries, Aliante Holdings LLC and

two of its affiliates, will issue shares of new common stock
pursuant to the prepackaged Chapter 11 plan of reorganization
the companies filed on April 12.

Under the Joint Plan, Reorganized Aliante Gaming will

distribute to each Holder of an Allowed Class AGL.1 Claim -- or
the Holder’s designee -- their Pro Rata share of [a] 100% of the
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Beard Group Corporate Restructuring Review for April 2011 -- page 21

New Aliante Equity and [b] 100% of the New Secured Aliante
Debt. Each Holder of an Allowed Class AGL.1 Claim may also
elect to exchange its New Aliante Equity for New Secured Aliante
Debt, or New Secured Aliante Debt for New Aliante Equity. After
solicitation but before the Aliante Effective Date, Aliante Gaming,
in consultation with the Aliante Administrative Agent and the
Aliante Consenting Lenders, will determine the extent to which the
exchanges are possible.

(C) Orchard Brands

Meanwhile, Orchard Brands emerged from bankruptcy on

April 25 after receiving confirmation of its plan the week before.
The Company was in bankruptcy for approximately three months.
The Company's plan provides for the reorganized company's
issuance of shares of new common stock. Through the
restructuring process, the Company was able to eliminate
approximately $420 million of debt.

Under the plan, lenders with a first-priority of repayment are

owed about $324 million and will convert their debt into 95% of
the reorganized Orchard Brands' equity and about $243 million in
new loans. Lenders with a secondary priority of repayment are
owed about $289 million and will get the remaining 5% of the
equity.

Unsecured creditors will only see collections by a litigation

trust funded with $1 million to cover initial expenses. Holders of
unsecured notes receive nothing.

Kirkland & Ellis LLP acted as Orchard Brands’ legal counsel,

and Alvarez & Marsal and Moelis & Company acted as its
financial advisors.

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Beard Group Corporate Restructuring Review for April 2011 -- page 22

 (D) GSC Group

Approval of a reorganization plan for GSC Group Inc. could

end up involving a little-known procedure called designation,
where some votes are disregarded. Otherwise, there might be a
stalemate where no plan could be confirmed. Alternatively, GSC’s
assets might be sold to break the stalemate. GSC characterized
itself as a “diversified alternative investment manager.”

All of the secured lenders of GSC other than Black Diamond

Capital Finance LLC filed a Chapter 11 plan in April to prevent a
sale of the business by the Chapter 11 trustee, James L. Garrity.

The plan calls for the reorganized company's issuance of

shares of new common stock. The Lenders will receive all the
new stock and $160 million in new 10% senior notes to mature in
2026. Unsecured creditors would receive nothing.

The plan proponents include affiliates of Credit Agricole SA,

UBS AG, and General Electric Capital Corp.

Originally named Greenwich Street Capital Partners Inc.

when it was a subsidiary of Travelers Group Inc., GSC became
independent in 1998 and at one time had $28 billion of assets
under management. Market reverses, termination of some funds,
and withdrawal of customers’ investments reduced funds under
management at the time of bankruptcy to $8.4 billion.

Based in Florham Park, New Jersey, GSC listed assets of

$119 million against debt totaling $313 million at the time of its
bankruptcy filing.

(E) Wolverine Tube

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Beard Group Corporate Restructuring Review for April 2011 -- page 23

 Wolverine Tube Inc., a producer of copper tubing for
manufacturers of heating, ventilation and cooling equipment,
obtained approval of the disclosure statement explaining its
prepackaged plan of reorganization. The disclosure statement
approval allows creditors to vote on the plan that was negotiated
before the Company's Chapter 11 filing in November.

The bankruptcy judge has set aside June 2 for the

confirmation hearing on the plan.

Before the Chapter 11 case began, the plan was supported

by holders of 71% of the $131 million in senior secured notes.
Under the plan, secured notes will be converted into almost all the
new common equity plus a new secured note for $30 million.

Because the existing pension plan had to be terminated, the

delay in scheduling confirmation was caused by the need to work
out a settlement with the Pension Benefit Guaranty Corp. on
terms acceptable to the noteholders.

That agreement calls for PBGC to be paid $4 million one

year after the plan becomes effective. In addition to 5% of the
new common stock, PBGC will receive another $16 million spread
out over the following 10 years. If there is a sale of the business,
PBGC will be prepaid.

The petition listed assets of $115 million against debt totaling

$237 million.

The plan pays general unsecured creditors in full of up to

$6.7 million. Existing common and preferred shareholders will
receive nothing. Plainfield Asset Management LLC, a signatory to
the plan-support agreement, is both a secured noteholder and a
preferred shareholder.
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Beard Group Corporate Restructuring Review for April 2011 -- page 24

 In May 2009 Wolverine completed an exchange offer where
$122 million of maturing 10.5% unsecured notes were exchanged
for the 15% senior secured notes that would have matured in
2012. The notes traded on April 11 for $40.19, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

The Huntsville, Alabama-based company said revenue for

2010 was around $280 million.

* * *

That ends the Beard Group Corporate Restructuring Review for

April 2011, 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 Nancy Frasier or Charlie
Covell 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 Restructuring Review on June 16th. Thank

you for listening.

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Beard Group Corporate Restructuring Review for April 2011 -- page 25