Will the court (Judge Richard J. Sullivan) enter a final order, not subject to Further Appellate Review on behalf of non-party Rickey M. Gregory?
*** non-party ***
02/04/2016 115 ORDER: The Court is in receipt of two letters from non-party Ricky M. Gregory-dated January 27, 2016 and January 29, 2016, and received in chambers on February 1, 2016 and February 2, 2016, respectively-setting forth his views regarding the proposed settlement in this matter. (Doc. Nos. 113, 114.) Since the settlement agreement is currently being reviewed by the Bankruptcy Court (Doc. No. 111), the Court will take no action on these submissions at this time. (Signed by Judge Richard J. Sullivan on 2/4/2016) (mro) (Entered: 02/05/2016)
*** All Parties ***
05/18/2016 117 STIPULATION OF VOLUNTARY DISMISSAL It is hereby stipulated and agreed by and between the parties and/or their respective counsel(s) that the above-captioned action is voluntarily dismissed, with prejudice against the defendant(s) All Parties pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure. Document filed by Lehman Brothers Holdings Inc., Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc..(Rossman, Andrew) (Entered: 05/18/2016)
*** Final Order ***
08-13555-scc Doc 52752 Filed 05/11/16 Entered 05/11/16 17:41:54 Main Document
NOTICE OF PRESENTMENT OF MOTION OF 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 . . . CLOSING AGREEMENT WITH RESPECT TO JANUARY 25, 2016 SETTLEMENT AGREEMENT THIS CLOSING AGREEMENT (the “Agreement”) dated as of May 10, 2016 among JPMorgan Chase Bank, N.A. (“JPMCB”), Lehman Brothers Holdings Inc., in its individual capacity and as Plan Administrator (“LBHI”), Lehman Brothers Special Financing Inc. (“LBSF”), Lehman Brothers Commodity Services Inc. (“LBCS”), Lehman Brothers Commercial Corp. (“LBCC” and collectively with LBHI, LBSF and LBCS, “Lehman”) and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. (the “Committee”) (each a “Party” and collectively the “Parties”). Capitalized terms used herein without definition have the meanings ascribed thereto in the Settlement Agreement referred to below. Background A. The Parties are parties to a Settlement Agreement dated as of January 25, 2016 (the “Settlement Agreement”), which resolved certain disputes among the parties as set forth therein, Case No. 08-13555 (Bankr. S.D.N.Y.) (the “Chapter 11 Cases”) at Dkt. 51904. . . . 4. Replacement Settlement Agreement. In the event that a court enters a final order, not subject to Further Appellate Review, that makes it impossible for the Approval Order to become final (a “Replacement Event”), then the Parties shall use their best efforts in good faith to enter into and obtain any required approval for a new settlement agreement on the same economic and legal terms as the Settlement Agreement (a “Replacement Settlement Agreement”), except for such changes as may be required to accommodate any issues raised by the court order that gave rise to the Replacement Event.
5. Repayment. If a Replacement Event occurs and a Replacement Settlement Agreement is not feasible (a “Repayment Event”), LBHI shall be obligated to immediately repay an amount equal to the Repayment Reserve Amount to JPMCB. LBHI shall first satisfy this repayment obligation by immediately transferring to JPMCB all funds in the Repayment Reserve, and JPMCB shall apply the Tassimo Amount (if any) to such repayment obligation. In the event that the Repayment Reserve and the Tassimo Amount are inadequate to satisfy the full amount of the Repayment Reserve Amount, JPMCB and any other JPMorgan Parties shall have the right to setoff any shortfall in the Repayment Reserve Amount against any obligations of JPMCB and the other JPMorgan Parties in respect of any Actions that a Lehman Party may have against a JPMorgan Party, including without limitation the Tassimo Action, the LBSF Action and the Other Objections. If a Replacement Event occurs, LBHI shall be prohibited from making any further distributions to its creditors until a Replacement Settlement Agreement has been consummated or JPMCB has been fully repaid an amount equal to the Replacement Reserve Amount through payment and/or setoff.
Old email released - sent out on Sun, Jan 31, 2016 9:03 pm
Matthew Cantor is LBHI's super lawyer!
&&&& start of email
LBHI & JPMCB January 25, 2016 Settlement Agreement (Bankruptcy Docket 51904 and case 11-cv-6760)
Dear Mr. Cantor: I want to share an email that I sent out Friday, January 29, 2016 and some data mining information on this topic. I strongly feel that our Guarantee Trustee (JPMorgan) is an affiliate (as opposed to a customer) relative to a LBHI Capital Trust Securities (TRUPS) holder. Judge Chapman, I will not send you anymore emails. Thanks for your patience! Regards, Rickey M. Gregory *** "Who are affiliates? Under Rule 405 of the Securities Act, an "affiliate" of or person "affiliated" with a specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. An individual's status as an affiliate is a fact-specific inquiry which must be determined by considering all relevant facts in accordance with Rule 405. The rule provides that the term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of management and the policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The SEC has stated that an individual's status as a director, officer, or 10% shareholder is one fact which must be taken into consideration in determining affiliate status (See American Standard, October 11, 1972). In addition, under Section 16(a) of the Exchange Act, every person who is directly or indirectly the owner of more than 10 percent of any class of any equity security that is registered under the Exchange Act, or who is a director or an officer of the issuer of such security, must file statements setting forth the amount of all equity securities of such issuer of which the filing person is a beneficial owner. These individuals usually are considered affiliates." http://media.mofo.com/files/Uploads/Images/FAQRule144_145.pdf *** GUARANTEE AGREEMENT Lehman Brothers Holdings Capital Trust III Dated as of March 17, 2003 . . . GUARANTEE AGREEMENT This GUARANTEE AGREEMENT (the "Guarantee"), dated as of March 17, 2003, is executed and delivered by Lehman Brothers Holdings Inc., a Delaware corporation (the "Guarantor"), and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of Lehman Brothers Holdings Capital Trust III, a Delaware statutory trust (the "Trust"). . . . "Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder. . . . 2.10. Guarantee Trustee May File Proofs of Claim. Upon the occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby authorized to (a) recover judgment, in its own name and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee Payments remaining unpaid and (b) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims and those of the Holders of the Securities allowed in any judicial proceedings relative to the Guarantor, its creditors or its property.
http://www.sec.gov/Archives/edgar/data/806085/000104746903008869/a2105775zex-4_05.htm . . . . LBHI & JPMCB; January 25, 2016; Settlement Agreement (Bankruptcy docket 51904 and case 11-cv-6760) From: rickeygregory47 <rickeygregory47@aol.com> rickeygregory47@aol.com To: andrewrossman <andrewrossman@quinnemanuel.com>; PVizcarrondo <PVizcarrondo@wlrk.com>; jpizzurro <jpizzurro@cm-p.com> Cc: scc.chambers <scc.chambers@nysb.uscourts.gov> Date: Fri, Jan 29, 2016 10:36 am Subject: LBHI & JPMCB; January 25, 2016; Settlement Agreement (Bankruptcy docket 51904 and case 11-cv-6760) Date: January 29, 2016 To: Andrew J. Rossman , andrewrossman@quinnemanuel.com, Paul Vizcarrondo, PVizcarrondo@wlrk.com, Joseph D. Pizzurro, jpizzurro@cm-p.com From: Rickey M. Gregory, rickeygregory47@aol.com CC: Shelley C. Chapman, scc.chambers@nysb.uscourts.gov Dear Andrew J. Rossman, I am a LBHI Capital Trust holder (TRUPS) and Preferred Stock holder in the Lehman bankruptcy. As a creditor and equity holder, we need the January 25, 2016 settlement agreement (docket 51904) approved in bankruptcy court. However, I strongly feel that a trustee is an affiliate to a LBHI Capital Trust holder. Which makes them eligible to receive a payment from JPMorgan and LBHI based on the JPMorgan August and September 2008 Security Agreement. For the sake of Judicial Efficiency, it would be nice to have the Bankruptcy Court issue a report and recommendation to the District Court, Judge Sullivan, on this topic. I have a motion for intervention, under rule 24 (docket 95) in case 11-cv-6760. If my request makes sense to the group, perhaps, your group can meet and work on my request. This question is bound to come up again in future Lehman Plan Administrator objections and counterparty responses based on the existing definition for Non-CDA Claims: "08-13555-jmp Doc 23499 Filed 12/16/11 Entered 12/16/11 15:37:42 Main Document 1. The JPM Funds and the Objectors have a dispute about the meaning of the term "affiliate" in the September Agreements. Under the applicable Claims Hearing Procedures, the Objectors have challenged the "legal sufficiency" of the Claims based on the Objectors’ proffered definition of the term.2 In this regard, the Objectors acknowledge that contract terms are to be given their "plain and ordinary" meanings. (Objection, p. 21.)" The Debtors and JPMorgan want to treat the LBHI CT (TRUPS) holders as a customer relative to their trustee in the LBHI bankruptcy. Fully aware that a customer has not been able to collect as a secured creditor under the JPMorgan August and September 2008 security agreements: "Lehman and its creditors argued that the 2008 agreement — which it said was "forced" upon it — allowed JPMorgan to apply the $8.6 billion in collateral to its affiliates, subsidiaries and successors, but that customers do not qualify as any of those. " http://www.law360.com/articles/305329/jpmorgan-to-return-700m-to-lehman-in-settlement The LBHI CT holders are an affiliate to their trustee. ""Non-CDA Claims" means any claims filed by JPMorgan for a customer, as agent, as trustee, in any other representative capacity, or otherwise in respect of which JPMorgan did not assert in the relevant proofs of claim that such claims were secured by the collateral posted by LBHI pursuant to its August and September 2008 Guaranties and Security Agreements in favor of JPMorgan." These are our options: 1) After the LBHI/JPMorgan settlement agreement (docket 51904)is approved in bankruptcy court, Judge Sullivan rule in our favor for Barclays failure to assume the LBHI CTs (TRUPS) when Barclays purchased LBI. 2) JPMorgan assert a guarantee claim for the LBHI CT holders in bankruptcy court under their existing definition (Non-CDA Claims). The LBHI Plan Administrator will object and win based on its history. The settlement agreement states that the Plan Administrator can object to excluded actions: ""Excluded Actions" means the LBSF Action, the Tassimo Action, the Other Objections and the Non-CDA Claims." 3) A party objects to the existing "Non-CDA Claims" definition and collect a collateral payment from JPMorgan based on a new bankruptcy approved definition. I strongly feel that the LBHI Lehman Brothers Capital Trust Preferred Securities (TRUPS) holders are an affiliate to JPMorgan more than a customer to JPMorgan: affiliate Definitions (2) 1.Commerce: Two parties are affiliates if either party has the power to control the other, or a third party controls or has the power to control the both. Affiliation also exists in (1) in interlocking directorates or ownership http://www.businessdictionary.com/definition/affiliate.html The LBHI TRUPS Special Purpose Vehicle (SPV) is a subsidiary to LBHI via LBHI's ownership of the LBHI TRUPS common shares. JPMorgan and LBHI are co-debtors in the Lehman bankruptcy. JPMorgan, LBHI's TRUPS Guarantee Trustee, is an affiliate to the TRUPS holders via control. Our LBHI CTs Guarantee Trustee controls our interest and our claims and our money. JPMorgan can ignore asserting successor rights or assumption clauses in our underwriters guarantee (Barclays purchase of LBI). JPMorgan can assert or not assert claims in court for the LBHI TRUPS holders. A customer can just walk away from JPMorgan most of the time. An affiliate has to always engage in a transaction (sell securities) before walking away from JPMorgan. LBHI CT holders are JPMorgan's affiliate. JPMorgan does not control its customers. New definition: "Non-CDA Claims" means any claims filed by JPMorgan for an affiliate, as agent, as trustee, in any other representative capacity, or otherwise in respect of which JPMorgan did not assert in the relevant proofs of claim that such claims were secured by the collateral posted by LBHI pursuant to its August and September 2008 Guaranties and Security Agreements in favor of JPMorgan. or "Non-CDA CT Claims" means any claims filed by JPMorgan for an affiliate, as trustee. Current definition: "Non-CDA Claims" means any claims filed by JPMorgan for a customer, as agent, as trustee, in any other representative capacity, or otherwise in respect of which JPMorgan did not assert in the relevant proofs of claim that such claims were secured by the collateral posted by LBHI pursuant to its August and September 2008 Guaranties and Security Agreements in favor of JPMorgan. cus•tom•er/'k?st?m?r/ noun a person or organization that buys goods or services from a store or business. a person or thing of a specified kind that one has to deal with. I did not pay for any services from JPMorgan! LBHI is paying JPMorgan to be our Guarantee Trustee. No rules of construction are needed to understand this definition. A JPMorgan affiliate or subsidiary has to deal with JPMorgan the same as a customer. A JPMorgan subsidiary or affiliate is a JPMorgan customer as well. "Lehman and its creditors argued that the 2008 agreement — which it said was "forced" upon it — allowed JPMorgan to apply the $8.6 billion in collateral to its affiliates, subsidiaries and successors, but that customers do not qualify as any of those. " http://www.law360.com/articles/305329/jpmorgan-to-return-700m-to-lehman-in-settlement "a) recover judgment, in its own name and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee Payments remaining unpaid " _________ Quote: -------------------------------------------------------------------------------- 2.10. Guarantee Trustee May File Proofs of Claim. Upon the occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby authorized to (a) recover judgment, in its own name and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee Payments remaining unpaid and (b) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims and those of the Holders of the Securities allowed in any judicial proceedings relative to the Guarantor, its creditors or its property. -------------------------------------------------------------------------------- http://www.sec.gov/Archives/edgar/data/806085/000104746903008869/a2105775zex-4_05.htm See LBHI TRuPS/subordinate notes Bank of New York Mellon claim numbers below: Ticker Claim Number Cusip Number Issuer/Trust LEHKQ 21805 52519Y209 Lehman Brothers Holdings Capital Trust III LEHLQ 22122 52520B206 Lehman Brothers Holdings Capital Trust IV LHHMQ 22123 52520E200 Lehman Brothers Holdings Capital Trust V LEHNQ 67753 52520X208 Lehman Brothers Holdings Capital Trust VI Regards, By /s/ Rickey M. Gregory
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