Lehman Brothers Holdings Inc. (fka LEHMQ)

[talkoption]

L. Matt WilsonGA Bar No: 768801THE WILSON LAW FIRM, PC950 East Paces Ferry RoadSuite 3250 - Atlanta PlazaAtlanta, Georgia 30326Telephone:[phone]Facsimile:[phone]IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF NEW YORKIN RE:))LEHMAN BROTHERS HOLDINGS, INC.)Case No. 08-13555-jmp)Debtor.)Chapter 11))OBJECTION TO SALE MOTIONComes now Greg Georgas, shareholder of the Debtor, by and through his undersignedcounsel, who files this his OBJECTION TO SALE MOTION, as follows:1.The Asset Purchase Agreement (“Purchase Agreement”) was dated on September 16,2008, a day when the public markets were under tremendous turmoil with so-called “naked shortsellers” specifically targeting the Debtor’s stock, causing widespread public market “panic”which evidently lead to panic among the Debtor’s Senior Management and its Board ofDirectors.2.The Assets subject to the Purchase Agreement are very well-established, valuableoperating assets, including the Debtor’s core business divisions which have consistently beenoperated profitably for many years. The price for these core business divisions is only$250,000,000, with additional amounts being paid for certain real estate, and with a priceadjustment at the end of the first year that can not exceed an additional $750,000,000. Theseamounts are not fair and adequate in consideration of the net income which has historically beenproduced, and may reasonably be expected to be produced in the future, by the subject Assets. 3.
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The Debtor’s September 10, 2008 Press Release announced Preliminary Third Quarter,2008, financial results, further indicated that absent Gross Mark-to-Market Adjustments of $5.3Billion on Residential Mortgage-Related Positions, the Debtor would have reported $1.4 Billionin Net Income. A substantial portion of this Net Income would be have been attributed to theAssets subject to the Purchase Agreement.4. The Federal Reserve and U.S. Treasury and various member of the US Congress haveannounced an intention to create a bailout designed to stem further losses in the ResidentialMortgage-Related Markets. There is every indication that the Debtor could and will be able toparticipate in this bailout fund, thereby providing further protections from losses related toResidential Mortgage-Related Investments, such that the Debtor’s best course of action may be topetition this Court to dismiss its Bankruptcy. 5. The Debtor’s September 10, 2008 Press Release announced Preliminary Third Quarter,2008, financial results, further indicated that the Debtor had “Estimated Liquidity Pool of $42Billion.”6.The Debtor’s September 10, 2008 Press Release announced Preliminary Third Quarter,2008, financial results, indicating that “Total Shareholder’s Equity of $28.4 Billion, Up from$26.3 Billion.” There has been no examination, explanation, or analysis as to the impact of theproposed Asset Sale on this very significant positive Shareholder’s Equity, which can not beadequately protected by Creditors acting in their own interests.7.More importantly, the market conditions in the real world have substantially improved, because of various events of government intervention, such as the SEC’s barring of “nakedshort” selling; the Federal Reserve’s extension of loans to AIG Insurance Company, and theFederal Reserve’s extension of approximately $200 Billion into the banking system, all of whichprovide for changed market conditions, such that the Debtor’s Senior Management, and its Boardof Directors, and this Honorable Court, should not proceed with any undue haste to approve thesubject Asset Sale.8.Therefore, at this time, contrary to Paragraph B of this Court’s September 17, 2008 Order,the Purchase Agreement does not appear to be in the best interest of the Debtor, and certainly notin the best interests of the Debtor’s shareholders. At best, there is no evidence to support thisconclusion, or the evidence in regard to this conclusion would have potentially changed, suchthat the Court should reconsider this issue, and require that the Debtor and its Creditors to satisfythe Court with record evidence in this regard. The hand-wringing of panicked executives shouldnot be accepted as evidence of best interests. 9.
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Similarly, at this time, contrary to Paragraph D of this Court’s September 17, 2008Order, there no longer appears to be any threat of immediate or irreparable harm if the approvalof the Sale is postponed to permit a more through, appropriate, and in-debt consideration of thesale and/or a public market auction of these assets, in a more calm manner free from panic.10.Similarly, at this time, contrary to Paragraph E of this Court’s September 17, 2008 Order,the Purchased Assets no longer appear to be wasting, and the exigent circumstances have waned,such that it appears appropriate for the approval to be addressed in a more thoughtful anddeliberate manner. For all of these reasons, the undersigned, on behalf of shareholder Greg Georgas, herebyobjects to the said sale, and particularly to the consideration of the sale on an emergency,expedite, or panicked basis. Respectfully submitted, this 19 day of September, 2008.thTHE WILSON LAW FIRM, P.C./s/ L. Matt WilsonL. Matt WilsonGeorgia Bar No. 768801THE WILSON LAW FIRM, P.C.950 East Paces Ferry RoadSuite 3250 - Atlanta PlazaAtlanta, Georgia 30326Telephone:[phone]Facsimile:[phone]Z:\WP\830\01\Objection to Sale.pld.wpd