OBJECTION OF BARCLAYS BANK PLC and JOINDER OF CITIGROUP GLOBAL MARKETS INC. TO OBJECTION OF
DEUTSCHE BANK AG, LONDON BRANCH
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"08-13555-scc Doc 57595 Filed 01/30/18 Entered 01/30/18 17:47:55 Main Document
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Attorneys for Barclays Bank Plc
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re : Chapter 11
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LEHMAN BROTHERS HOLDINGS INC., et al., : Case No. 08-13555 (SCC)
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Debtors. : Jointly Administered
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OBJECTION OF BARCLAYS BANK PLC TO MOTION OF THE PLAN
ADMINISTRATOR FOR AN ORDER IN AID OF EXECUTION OF THE PLAN
AND JOINDER IN THE OBJECTION OF DEUTSCHE BANK AG, LONDON BRANCH
Barclays Bank PLC (“Barclays”), as a holder of ECAPS, hereby objects (this
“Objection”) to the Motion of the Plan Administrator for an Order in Aid of Execution of the
Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and Its
Affiliated Debtors [Doc. No. 57036] (the “Motion”) and joins in the objection to the Motion filed
by Deutsche Bank AG, London Branch [Doc. No. 57490] (the “Deutsche Bank Objection”).1
PRELIMINARY STATEMENT
1. The relief the Motion purports to seek is fundamentally at odds with the terms of
the confirmed Plan and the legitimate expectations and rights of holders of the ECAPS. At base,
to permit the Plan Administrator to operate in an entirely fictional world in which preferred
shares of LBHI were somehow issued on the Commencement Date (which they were not), and
1such shares were then cancelled pursuant to the terms of the Plan (when they were not), is at
odds with factual, legal and economic reality. In particular, the terms of the Plan provide for
treatment and distributions to LBHI equityholders in accordance with their rights as they existed
“immediately prior to the Commencement Date.” Plan § 4.17(c). Even under the fiction that the
Plan Administrator now asks this Court to accept, the Trigger Event that would purportedly
permit substitution of preferred LBHI shares was the Commencement Date itself, with
substitution occurring “following the occurrence of a Trigger Event [here, on the
Commencement Date].” Mot. ¶ 16. The Plan thus provides no basis for treatment under Class
12 for the preferred shares that the Plan Administrator would somehow retroactively create on
the Commencement Date for the holders of the ECAPS. In addition, the Motion fails to address
how the Plan Administrator can issue the Substituted Preferred Stock nearly a decade after the
Commencement Date without violating Delaware law or U.S. securities laws, even if the Plan
Administrator purports to issue the securities as if such issuance was made on the
Commencement Date. For these reasons, and as more fully set forth in the Deutsche Bank
Objection, the Motion should be denied in its entirety.
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"08-13555-scc Doc 57596 Filed 01/30/18 Entered 01/30/18 17:48:37 Main Document
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Counsel for Citigroup Global Markets Inc.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re
LEHMAN BROTHERS HOLDINGS INC., et al.,
Debtors.
Chapter 11
Case No. 08-13555 (SCC)
Jointly Administered
JOINDER OF CITIGROUP GLOBAL MARKETS INC. TO OBJECTION OF
DEUTSCHE BANK AG, LONDON BRANCH TO MOTION OF THE PLAN
ADMINISTRATOR FOR AN ORDER IN AID OF EXECUTION OF THE PLAN
Citigroup Global Markets Inc. (“CGMI”), by and through its undersigned counsel, hereby
joins in the objection filed on January 17, 2018 [Doc. No. 57490] (the “Objection”) by Deutsche
Bank AG, London Branch (“Deutsche Bank”) to the Plan Administrator’s Motion for an Order
in Aid of Execution of the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers
Holdings Inc. and Its Affiliated Debtors filed on November 21, 2017 [Doc. No. 57036]
(the “Motion”),1 and respectfully represents as follows:
1. Like Deutsche Bank, CGMI holds ECAPS issued by certain of the Partnerships.
2. CGMI hereby adopts and incorporates all of the arguments raised in the Objection
as if such arguments were set forth herein and asserted by CGMI. As Deutsche Bank correctly
argues in the Objection, the relief requested in the Motion is prohibited by, among other things,
the plain language of the confirmed Plan and applicable bankruptcy law.
1 Capitalized terms not defined herein have the meanings given to them in the Motion. On January 12, 2018, the
Plan Administrator agreed to extend CGMI’s objection deadline to January 31, 2018."
