Replies to post #50002 on Lehman Brothers Financial SA (LEHNQ)

[toogoodfella]

What would set our Article 8 apart from theirs, the fact they agreed to the POR and we didn't? Something else perhaps?
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Yes. There is something else and you just mentioned it. Trups became heavier indeed because holders did not have the option to agree or disagree.

[rlinterests]

What would set our Article 8 apart from theirs, the fact they agreed to the POR and we didn't? Something else perhaps?

JMHO.

Our connection to JPM and the moneys they hold. The collateral.

JMHO, the key is JPM as co-debtor.

JPM exercised sound financial judgement in requiring collateral from LBHI. IMO, should of asked for more.

JPM holds money (collateral) from LBHI and Barclay.

JPM has positioned themselves nicely,

Now,6 years later, LBHI wants it back, the collateral.

To distribute to higher classes- Class 3 and Wilmington trust.

JMO, something happened during the final days before the sale.

Don't know what is ,but I do believe some consideration was made.

And a worthless Class 10B claim within the POR was not it.

[cottonisking]

3. The claim or interest is a lien and the proposed sale price of the property exceeds the “aggregate value” of all liens on the property

- All holders of Interests are adequately protected by having their Interests attach to the
proceeds ultimately attributable to the Purchased Assets (except to the extent that certain
intellectual property rights may be owned by entities other than the Seller) against or in which
such Interests are asserted

If what you say is true about WT class 3 claims, the LBI sale price would equal the value of LBHI class 3 claims, over $83B.

We do not need to pick it apart because the sale price equals the CTs redemption price/lien in September of 2008, $1,290,000,000 plus the DTCC lien $250,000,000 for a total sale price of $1,540,000,000.

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You want us to pick it apart while you did not provide a link and a cut and paste to the WT indenture.

You have mentioned this before to the board. Paste the link and the WT article eight section.

Let the board see your proof! If you have a cut and paste, there is nothing to pick apart. You will have picked it apart. Give us the page numbers to the WT indenture.

Show the board that an unsecured creditor is a lien holder by posting what I requested above. You are saying WT LBHI class 3 has a $83B lien that the sale price must match?

"debtor or its estate" = unsecured creditors = WT LBHI class 3 creditors

Regardless of what you cut and paste, your data does not match the actual facts of the LBI sale and the law stated in this post! WOW

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Quote:
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By the same token, courts have not tended to sell property valued at less than its liens because that value would simply flow to the secured creditors and not to a debtor or its estate.
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1) "secured creditors" = DTCC received $250,000,000 cash of LBI sales price on September 20, 2008, after LBHI filed Chapter 11 and LBI filed Chapter 7.

2) "secured creditors" = CTs will receive 1,290,000,000 of LBI sale price plus back interest to date of redemption. On September 22, 2008 the LBI/Barclays Clarification Letter defined the LBI subordinated notes (CTs?) as Excluded Liabilities: Motive one - Barclays Capital did not have lien free cash or collateral to assume the CTs on September 22, 2008. Fix? District Judge Richard Sullivan...order!

3) "debtor or its estate" = will receive $0.0 from LBI sale price.




***Docket 258***


Quote:
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258 09/20/2008 Order Signed on 9/20/2008 Authorizing and Approving (A) the Sale of Purchased Assets Free and Clear of Liens and Other Interests and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases. (related document(s)[60]) (Nulty, Lynda)


Case: Lehman Brothers Holdings Inc.


Related: 60 Document


Q. Satisfaction of 363(f) Standards. The Sellers may sell the Purchased
Assets (except to the extent that certain intellectual property rights may be owned by entities
other than the Seller) free and clear of any Interests of any kind or nature whatsoever because in
each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Codehas been satisfied. The person or entity with any Interest in the Purchased Assets (except to the
extent that certain intellectual property rights may be owned by entities other than the Seller): (i)
has, subject to the terms and conditions of this Order, consented to the Sale or is deemed to have
consented to the Sale; (ii) could be compelled in a legal or equitable proceeding to accept moneysatisfaction of such Interest; or (iii) otherwise falls within the provisions of section 363(f) of the
Bankruptcy Code. Those holders of Interests who did not object to the Motion are deemed,
subject to the terms of this Order, to have consented pursuant to Bankruptcy Code section
363(f)(2). All holders of Interests are adequately protected by having their Interests attach to the
proceeds ultimately attributable to the Purchased Assets (except to the extent that certain
intellectual property rights may be owned by entities other than the Seller) against or in which
such Interests are asserted, subject to the terms of such Interests, with the same validity, force
and effect, and in the same order of priority, which such Interests now have against the
Purchased Assets or their proceeds, subject to any rights, claims and defenses the Debtors or
their estates, as applicable, may possess with respect thereto.
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****** See docket 258 for actual results ******

Free and Clear. Section 363(f) of the Bankruptcy Code permits a debtor in possession or a bankruptcy trustee to sell all or substantially all of the debtor’s assets free and clear of any existing lien, claim, encumbrance, or other “interest” in property under certain circumstances. This power of the Bankruptcy Court to cleanse a debtor’s assets of competing claims can make them more attractive to potential purchasers, thereby increasing their ultimate sales price. It also represents a significant advantage of Section 363 over non-bankruptcy auctions and forced-sale procedures.

The statutory language of Bankruptcy Code Section 363(f) allows a debtor to sell its assets free and clear of any “interest in property” as long as one or more of the following five conditions are satisfied:

1. Applicable non-bankruptcy law permits the sale of the property free and clear of the claim or interest

2. The person or entity holding the claim or interest consents

3. The claim or interest is a lien and the proposed sale price of the property exceeds the “aggregate value” of all liens on the property

4. The validity of the claim or interest is in bona fide dispute

5. The person or entity holding the claim or interest may be compelled, in a legal or equitable proceeding, to accept money for that interest.

When any of these conditions is met, the purchaser at the Section 363 sale will obtain clear title to those assets, with the bankruptcy court’s order approving the sale serving to transfer any existing liens or claims to the sale proceeds. [2]

The five conditions to a sale free and clear under Section 363 deserve further explanation. First, a Bankruptcy Court may sell assets free and clear under “applicable non-bankruptcy law” when some source of law other than the Bankruptcy Code would permit a free-and-clear sale and relieve the purchaser of any successor obligations. One common source of such authority is the Uniform Commercial Code (UCC), which has been adopted (more or less uniformly) as the standard commercial law in every U.S. state. [3]

As for the notion that consent can permit a free-and-clear sale, it is clear that a party may agree to sell property free and clear of its interest. However, consent in the bankruptcy context includes both actual affirmative consent and constructive consent, which may amount to nothing more than a failure to object to the sale after receiving proper notice of a debtor’s intention to sell the asset. [4]

Third, courts exercising federal bankruptcy power have long been able to sell assets when the value of the property in question exceeded the value of all the liens or claims against it. [5] In this situation, a sale is appropriate because the interest holder will not be harmed and the debtor has an equity interest that conceivably could benefit its unsecured creditors. By the same token, courts have not tended to sell property valued at less than its liens because that value would simply flow to the secured creditors and not to a debtor or its estate.

Fourth, when a bona fide dispute exists as to the existence of the lien or interest, then Section 363(f) permits the property’s sale so that the debtor can realize value for the property immediately without having to resolve the underlying dispute. Ordinarily, the disputed claim or interest is then transferred to the sale proceeds, and the parties battle it out over the proceeds after the sale is concluded.

Finally, if the holder of the claim or interest may be compelled to accept money for the interest, then Section 363(f) permits the sale of the property. Here again, the idea is that a lien holder’s claim can be transferred to the sale proceeds, or it may be provided with some other type of adequate protection without there having been any impairment of the interest holder’s underlying contract rights.

In short, the power to sell assets scrubbed clean of competing liens and interests—though not always perfectly understood or applied—nevertheless represents one of the significant advantage of Section 363 sales over state-law foreclosure auctions and other non-bankruptcy means for selling a troubled company’s assets outside the ordinary course of its business.

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