Lehman Brothers Financial SA (LEHNQ)

[cottonisking]

Go with the Plan and Judge Chapman's definition for equity interest. Docket 58884 confirmed LBHI class 12 equity interest beneficiaries.

"08-13555-scc Doc 58884 Filed 10/11/18 Entered 10/11/18 14:43:22 Main Document

2. Treatment of LBHI Common and Preferred Stock
The Plan provides that, on the Effective Date, all outstanding shares of LBHI common
and preferred stock were cancelled and exchanged for one new share of LBHI common stock
which was issued to the Plan Trust (as defined in the Plan); the Plan Trust holds such share of
LBHI stock for the benefit of all holders of former LBHI stock. See Plan § 4.17(b) (“[A]ll LBHI
Stock shall be cancelled [and one new share of LBHI common stock] shall be issued to the Plan
Trust which will hold such share for the benefit of the holders of such former LBHI Stock
consistent with their former relative priority and economic entitlements . . . .”); Confirmation
Order ¶ 81 (same). Pursuant to section 7.4(a) of the Plan, “[a]ny distribution from assets of
LBHI that is made to the Plan Trust as holder of such share shall be for the benefit of the holders
of Equity Interests in accordance with Section 4.17(b).” Plan § 7.4(a).
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The Objecting Parties vehemently disagree with the Plan Administrator, arguing most
pertinently that the relief sought by the Plan Administrator directly contradicts the intent of the
Plan and the Confirmation Order which, among other things, (i) cancelled the type of securities
that the Plan Administrator now seeks to issue pursuant to the Motion; (ii) fixed the sole
constituent of LBHI Class 12 Equity Interests as the Plan Trust (and such class did not include
the ECAPS holders);"

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"THIRD AMENDED JOINT CHAPTER 11 PLAN OF

LEHMAN BROTHERS HOLDINGS INC. AND ITS AFFILIATED DEBTORS
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4.17 LBHI Class 12 – Equity Interests in LBHI.

(a) Impairment and Voting. LBHI Class 12 is impaired by the Plan. Each holder of an Equity Interest in LBHI Class 12 is not entitled to vote to accept or reject the Plan and is conclusively deemed to have rejected the Plan.

(b) Stock Exchange. On the Effective Date, all LBHI Stock shall be cancelled and the Plan Trust Stock shall be issued to the Plan Trust which will hold such share for the benefit of the holders of such former LBHI Stock consistent with their former relative priority and economic entitlements; provided, however, that the Plan Trust may not exercise any voting rights appurtenant thereto in conflict with Article VII of the Plan. On or promptly after the Effective Date, the Plan Administrator shall file with the Securities and Exchange Commission a Form 15 for the purpose of terminating the registration of any of LBHI’s publicly traded securities.

(c) Distributions. Each holder of an Equity Interest in LBHI (through their interest in the new share of LBHI common stock or otherwise) shall neither receive nor retain any Property of the Estate or direct interest in Property of the Estate of LBHI on account of such Equity Interests; provided, however, that in the event that all Allowed Claims in LBHI Classes 1 through 11 have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Equity Interest in LBHI may receive its share of any remaining assets of LBHI consistent with such holder’s rights of payment existing immediately prior to the Commencement Date. Unless otherwise determined by the Plan Administrator, on the date that LBHI’s Chapter 11 Case is closed in accordance with Section 6.6 of the Plan, the Plan Trust Stock issued pursuant to subsection (b) above shall be deemed cancelled and of no further force and effect provided that such cancellation does not adversely impact the Debtors’ estates.

(d) Non-Transferable. The continuing rights of holders of Equity Interests (including through their interest in the Plan Trust Stock or otherwise) shall be nontransferable except by operation of law."

https://www.sec.gov/Archives/edgar/data/806085/000119312511239866/dex992.htm

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"DEBTORS’ DISCLOSURE STATEMENT FOR

THIRD AMENDED JOINT CHAPTER 11 PLAN OF LEHMAN

BROTHERS HOLDINGS INC. AND ITS AFFILIATED DEBTORS

PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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(xvii) LBHI Class 12- Equity Interests in LBHI

Equity Interests in LBHI includes any shares of common stock, preferred stock, other form of ownership interest, or any interest or right to convert into such an equity or ownership interest or acquire any equity or ownership interest, including, without limitation, vested and/or unvested restricted stock units, contingent stock awards, contingent equity awards, performance stock units, and stock options or restricted stock awards granted under management ownership plans, that was in existence immediately prior to or on LBHI’s Commencement Date. Equity Interests also include Allowed Claims against LBHI arising out of, or relating to, or in connection with any of the foregoing that are subject to section 510(b) of the Bankruptcy Code. Holders of Equity Interests in LBHI are not expected to receive any Distributions under the Plan.

On the Effective Date, all LBHI Stock shall be cancelled and the Plan Trust Stock shall be issued to the Plan Trust which will hold such share for the benefit of the holders of such former LBHI Stock consistent with their former relative priority and economic entitlements; provided, however, that the Plan Trust may not exercise any voting rights appurtenant thereto in conflict with Article VII of the Plan. Each holder of an Equity Interest in LBHI (through their interest in the new share of LBHI common stock or otherwise) shall neither receive nor retain any Property of the Estate or direct interest in Property of the Estate of LBHI or interest in property on account of such Equity Interests; provided, however, that in the event that all Allowed Claims in LBHI Classes 1 through 11 have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each holder of an Equity Interest in LBHI may receive its share of any remaining assets of LBHI consistent with such holder’s rights of payment existing immediately prior to the Commencement Date. Unless otherwise determined by the Plan Administrator, on the date that LBHI’s Chapter 11 Case is closed in accordance with Section 6.6 of the Plan, the Plan Trust Stock issued pursuant to this section 4.17(b) of the Plan shall be



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deemed cancelled and of no further force and effect provided that such cancellation does not adversely impact the Debtors’ estates. The continuing rights of holders of Equity Interests (including through their interest in the Plan Trust Stock or otherwise) will be nontransferable, except by operation of law. Equity Interests in LBHI Class 12 are impaired by the Plan. Because holders of these Equity Interests are not expected to receive any Distributions on account of such Equity Interests, they are deemed to reject the Plan.
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https://www.sec.gov/Archives/edgar/data/806085/000119312511239866/dex991.htm