Local Insight, Caribe Media emerge from Chapter 11 bankruptcy cases

By Caroline Salls

Pittsburgh, Nov. 21 - Local Insight Media Holdings, Inc. emerged from bankruptcy as the Berry Co., LLC when its plan of reorganization took effect on Friday, according to a news release.

"Since filing for voluntary Chapter 11 protection one year ago, we completed a complex restructuring, reduced the company's debt by more than 90% and implemented a simplified corporate structure," Berry's newly appointed interim president and chief executive officer, John Fischer, said in the release.

"We now have the benefit of a strong balance sheet, a well-conceived business plan and a streamlined structure to enable Berry to effectively meet advertisers' needs for local search solutions."

Fischer, who has served as the company's general counsel and secretary since 2006, replaced Alvarez & Marsal's Scott Brubaker, who served as interim president and CEO since January 2011, the release said.

"As advertisers face the increased complexity of the local media landscape, we believe that Berry, with its extensive local media experience and network of client relationships, is in a unique position to bring innovative and effective local advertising campaigns to the SME market," GSO Capital Partners vice president Scott Eisenberg said in the release.

"As Berry's largest shareholder, we at GSO look forward to supporting and working with the team."

The company's new board of directors is comprised of chairman James Continenza, Eisenberg, Michael Sileck, Geoff Stevens and Fischer.

According to a filing with the U.S. Bankruptcy Court for the District of Delaware, Caribe Media, Inc. also emerged from bankruptcy on Friday.

As previously reported, Local Insight Media and Caribe Media's plans were confirmed at a joint hearing held Nov. 3.

Local Insight plan

Treatment of Local Insight's creditors will include the following:

• Holders of administrative claims, secured tax claims, other priority claims, convenience class claims and priority tax claims will be paid in full in cash;

• Other secured claims will either be reinstated or holders will be paid in full in cash or receive the collateral securing the claims;

• Holders of debtor-in-possession facility claims will be paid in full through an exit financing facility;

• Holders of Regatta credit facility claims will receive reorganized Regatta common stock and a share of Regatta notes distribution property;

• Holders of Regatta subordinated notes claims, Regatta Investor general unsecured claims, Super Holdco general unsecured claims, LIM Finance II senior subordinated note claims, LIM Finance term loan claims, LIM Finance general unsecured claims, Regatta Investor and Regatta Holdings Interests, Super Holdco interests, LIM Finance interests and section 510(b) claims will receive no distribution;

• Holders of Regatta general unsecured claims will receive cash equal to 13% of their claims;

• Holders of LIM Finance II term loan claims will receive equity securities in Local Insight Media LP and LIM, GP LLC and a share of LIM Finance II note distribution property;

• Holders of LIM Finance II general unsecured claims will receive equity securities in Local Insight Media LP and LIM, GP LLC; and

• Berry Co.'s interests will be reinstated.

Exit commitment

Local Insight previously received court approval to enter into a commitment letter for $35 million of exit financing from GSO Capital Partners LP.

The financing will fund plan of reorganization payments, including payments for debtor-in-possession facility and administrative, secured and general unsecured claims, as well as fund the reorganized company's post-emergence working capital needs.

According to the motion, all Regatta senior credit facility claims holders will be allowed to participate in the exit facility. GSO has agreed to backstop the entire facility if not enough Regatta lenders participate.

Interest on the three-year exit loan will be either Libor plus 700 basis points with a 300 bps floor or the alternate base rate plus 600 bps with a 400 bps floor, at the company's option.

Caribe Media plan

Meanwhile, under Caribe Media's plan

• Holders of administrative claims, priority tax claims, other priority claims and general unsecured claims will be paid in full in cash;

• Holders of senior secured credit facility claims will receive a share of the exit facility and 100% of the new common stock; and

• Holders of senior subordinated note claims, Caribe interests and section 510(b) claims will receive nothing.

Caribe Media, an Englewood, Colo.-based publisher of directories in Puerto Rico and the Dominican Republic, filed for bankruptcy on May 3, 2011. Its Chapter 11 case number is 11-11387.

Caribe Media's parent, CII Acquisition Holding Inc., is a wholly owned subsidiary of Local Insight Media Holdings LP debtor Local Insight Media Holdings III Inc.

CII Acquisition is a debtor in Caribe Media's Chapter 11 case.

Local Insight, an Englewood, Colo., publisher of print and online directories, filed for bankruptcy on Nov. 17, 2010. Its Chapter 11 case number is 10-13677.

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