Linden Ponds, Hingham Campus win voter approval of reorganization plan

By Jim Witters

Wilmington, Del., Aug. 16 - Linden Ponds Inc. and Hingham Campus LLC received creditor approval for their joint plan of reorganization, according to documents filed Tuesday in the U.S. Bankruptcy Court for the Northern District of Texas.

Holders of series 2007 A bond claims voted 122 to 1 to accept the plan. Those voting to accept hold $92.1 million of claims. The lone dissenter holds $25,000 of claims.

The lone voting holder of a series 2007 B/C bond claim of $53.95 million voted to reject the plan.

The lone voting holder of a manager claim of $8.5 million voted to accept the plan.

As previously reported, all of Hingham's assets will be transferred to reorganized Linden Ponds under the plan, agreements between Hingham and Linden Ponds will be terminated, and Hingham will cease operations.

Creditor treatment

Treatment of creditors under the plan will include the following:

• Holders of priority claims will be paid in full in cash;

• Holders of series 2007 A bond claims will receive a 5.5% series 2011 A-1 bond in a principal amount equal to a percentage of the principal amount of the series 2007 A bond tendered. The principal amount of the bond will be reduced by multiplying the series 2011 A-1 percentage by the 2007 A series factor and the interest rate being increased to 6¼% so the cumulative debt service for the bond will be the same as if the par amount accrued interest at 5½%.

Holders of series 2007 A bond claims will also receive a series 2011 A-2 bond in a principal amount equal to the series 2011 A-2 percentage of the principal amount of the series 2007 A bond held as well as a series 2011 B bond in a principal amount equal to the series 2011 B percentage of the 2007 A bond held.

These creditors will also be paid in cash for accrued interest;

• Holders of series 2007 B/C bond claims will receive amended 2007 B bonds in a total principal amount equal to the amended series 2007 B percentage of the principal amount of the original bonds, provided that the amended 2007 B bonds will be issued carrying either a 5½% fixed rate or a variable rate, at the election of the debtors' bank.

Holders of series 2007 B/C bond claims will also receive a series 2011 A-2 bond in a principal amount equal to the series 2011 A-2 percentage of the principal amount of the series 2007 B or C bond held as well as a series 2011 B bond in a principal amount equal to the series 2011 B percentage of the 2007 B or C bond held.

These creditors will also be paid in cash for accrued interest;

• Other secured claims will be reinstated;

• Holders of Linden Ponds general unsecured claims will be paid in full in cash;

• Holders of Hingham general unsecured claims will receive no distribution;

• Holders of manager claims will be paid in full in cash for the unpaid portion of claims arising from a transitional subcontract agreement or current management agreement, and Linden Ponds will enter into a new management agreement;

• Interests in Linden Ponds will be reinstated; and

• All of the interests in reorganized Hingham will be transferred to reorganized Linden Ponds.

Senior Living Retirement Communities LLC, formerly known as Erickson Retirement Communities, LLC, is the sole member of Hingham Campus. Linden Ponds operates the companies' continuing care retirement communities.

Linden Ponds is based in Hingham, Mass., and Hingham Campus is based in Baltimore. The companies filed for bankruptcy on June 14. The Chapter 11 case number is 11-33912.

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