This document summarizes a bankruptcy court ruling on confirmation of a reorganization plan for Horsehead Holding Corp. The court found that while the plan was proposed in good faith, the lack of a market check meant the only evidence of value was competing expert testimony. The court determined that equity holders' valuation of $842 million using a discounted cash flow method was reasonable. However, the court had not yet made a final determination on whether the plan satisfied the absolute priority rule's requirement that creditors not receive more than full repayment, thereby impairing junior creditors and equity holders.
Horsehead Holdings May 2nd Equity Committee Hearing TranscriptGuy Spier
This document summarizes the proceedings from a bankruptcy court hearing regarding motions to appoint an official committee of equity security holders for Horsehead Holding Corp. Guy Spier, one of the movants, addresses the court to argue for the appointment. He emphasizes that as shareholders, he and others have traveled far and spent their own money to be heard, unlike the lawyers opposing them who are being paid by Horsehead. While acknowledging bankruptcy risks for equity holders, Spier argues that Horsehead's bankruptcy filing came as a surprise to shareholders without proper warning.
Horsehead Holdings: Guy Spier Submission to Judge SontchiGuy Spier
1) Guy Spier is a professional investor appearing before Judge Sontchi to request the appointment of an equity committee in the bankruptcy of Horsehead Holdings.
2) Spier argues that shareholders were surprised by Horsehead's bankruptcy filing and that an equity committee is needed to represent shareholders' interests, ensure fairness, and protect investors' trust in the market system.
3) Spier acknowledges that appointing an equity committee would make the judge's job more difficult but argues that justice requires taking time for fairness, not efficiency.
Horsehead Hearing on Equity Committee feesGuy Spier
The document discusses a bankruptcy court hearing for Horsehead Holding Corp. Key points include:
- The debtors have reached an agreement in principle with official unsecured creditors committee and ad hoc group of secured noteholders on a plan of reorganization.
- The agreement increases the cash recovery pool for non-Zochem general unsecured creditors from $2.5M to $11.875M, which could provide around a 21-22% recovery based on estimated $55M in claims.
- There will be corresponding adjustments to recoveries for other unsecured creditor classes as part of the agreement.
Independence and unconscionability - Lessons for lenders and solicitors in ad...Nola Pearce
The New South Wales Supreme Court set aside a personal guarantee given by an elderly third party guarantor for a $23 million loan to a property development company. The Court found that the transaction was not adequately explained to the guarantor by an independent advisor as required. Specifically, the solicitor advising the guarantor was not independent as he also advised the borrower, and his explanation of the transaction and risks was cursory and incomplete. As a result, the Court ruled it would be unconscionable to enforce the guarantee against the guarantor. This case reinforces the need for independence in advising third party guarantors and the obligation of lenders to ensure adequate independent advice is provided. It also
Riverisland: Inordinate Burdens or Leveling the Playing Field, California Litigation, Vol. 27, No. 2 (July 2014).
Discusses the litigation implications of the new fraud exception to the parol evidence rule, including the likely coming application to at-will employment contracts.
A letter from the American Petroleum Institute to Pennsylvania House members outlining their position against House Bill (HB) 1391 that would guarantee a 12.5% minimum royalty payment to landowners regardless post-production costs. The API is urging lawmakers to defeat the bill. Landowners from Bradford County and other Marcellus counties are supporting the measure. It has caused a rare schism between landowners and drillers.
This document discusses the potential impact of choice of law in an alternative business structure (ABS) world. It notes that proposed reforms are inconsistent with core principles of the legal profession. It also discusses how states could lose legal jobs, tax revenue, and regulatory control if they do not adapt to changes in choice of law. The document suggests that more changes may be pending as different legal systems compete to be the governing law in commercial contracts around the world.
Horsehead Holdings May 2nd Equity Committee Hearing TranscriptGuy Spier
This document summarizes the proceedings from a bankruptcy court hearing regarding motions to appoint an official committee of equity security holders for Horsehead Holding Corp. Guy Spier, one of the movants, addresses the court to argue for the appointment. He emphasizes that as shareholders, he and others have traveled far and spent their own money to be heard, unlike the lawyers opposing them who are being paid by Horsehead. While acknowledging bankruptcy risks for equity holders, Spier argues that Horsehead's bankruptcy filing came as a surprise to shareholders without proper warning.
Horsehead Holdings: Guy Spier Submission to Judge SontchiGuy Spier
1) Guy Spier is a professional investor appearing before Judge Sontchi to request the appointment of an equity committee in the bankruptcy of Horsehead Holdings.
2) Spier argues that shareholders were surprised by Horsehead's bankruptcy filing and that an equity committee is needed to represent shareholders' interests, ensure fairness, and protect investors' trust in the market system.
3) Spier acknowledges that appointing an equity committee would make the judge's job more difficult but argues that justice requires taking time for fairness, not efficiency.
Horsehead Hearing on Equity Committee feesGuy Spier
The document discusses a bankruptcy court hearing for Horsehead Holding Corp. Key points include:
- The debtors have reached an agreement in principle with official unsecured creditors committee and ad hoc group of secured noteholders on a plan of reorganization.
- The agreement increases the cash recovery pool for non-Zochem general unsecured creditors from $2.5M to $11.875M, which could provide around a 21-22% recovery based on estimated $55M in claims.
- There will be corresponding adjustments to recoveries for other unsecured creditor classes as part of the agreement.
Independence and unconscionability - Lessons for lenders and solicitors in ad...Nola Pearce
The New South Wales Supreme Court set aside a personal guarantee given by an elderly third party guarantor for a $23 million loan to a property development company. The Court found that the transaction was not adequately explained to the guarantor by an independent advisor as required. Specifically, the solicitor advising the guarantor was not independent as he also advised the borrower, and his explanation of the transaction and risks was cursory and incomplete. As a result, the Court ruled it would be unconscionable to enforce the guarantee against the guarantor. This case reinforces the need for independence in advising third party guarantors and the obligation of lenders to ensure adequate independent advice is provided. It also
Riverisland: Inordinate Burdens or Leveling the Playing Field, California Litigation, Vol. 27, No. 2 (July 2014).
Discusses the litigation implications of the new fraud exception to the parol evidence rule, including the likely coming application to at-will employment contracts.
A letter from the American Petroleum Institute to Pennsylvania House members outlining their position against House Bill (HB) 1391 that would guarantee a 12.5% minimum royalty payment to landowners regardless post-production costs. The API is urging lawmakers to defeat the bill. Landowners from Bradford County and other Marcellus counties are supporting the measure. It has caused a rare schism between landowners and drillers.
This document discusses the potential impact of choice of law in an alternative business structure (ABS) world. It notes that proposed reforms are inconsistent with core principles of the legal profession. It also discusses how states could lose legal jobs, tax revenue, and regulatory control if they do not adapt to changes in choice of law. The document suggests that more changes may be pending as different legal systems compete to be the governing law in commercial contracts around the world.
The is the book list that Guy Spier and John Mihaljevic put together after polling members of the VALUEx Community for which books they recommended as required reading for the VALUEx 2016 conference.
Guy Spier presentation for Ciccio Azzollini in Trani: Value Investing Semina...Guy Spier
The document provides financial information about an Italy conference in July 2012 including the market capitalization, book value, and tangible book value of the company. It also contains a chart comparing the performance of the Aquamarine Fund Inc. to the S&P 500 from 1997 to 2012. The final section is seeking investors for a hazardous investment opportunity with volatile returns and uncertain returns but potential for honor and fortune if successful.
Horsehead investor presentation august 2012Guy Spier
Horsehead Holding Corp. provides concise summaries in 3 sentences or less that provide the high level and essential information from the document.
Horsehead Holding Corp. is a leading producer and recycler of zinc and nickel products with operations across North America. It operates the largest zinc smelter in the US and plans to construct a new state-of-the-art zinc plant to lower costs and expand product offerings. Horsehead has a vertically integrated business model where it recycles waste materials from other industries to produce zinc, nickel, and related products that are then used by those same industries.
Value Investing Congress October 13-14 2010Guy Spier
The document compares the growth of a $100,000 investment in the Aquamarine Fund Inc versus the S&P 500 from 1997 to 2010. It shows that the Aquamarine Fund grew the investment to over $350,000 while the S&P 500 grew it to around $200,000, demonstrating the Aquamarine Fund outperformed the market over that time period. The document also provides tips for value investors, such as taking buy and sell decisions when the market is closed, reducing toxic relationships, and acting as a great partner to find great partners.
The document summarizes the performance of the Aquamarine Fund from 1997 to 2012. Over this period, the fund outperformed the S&P 500 and other indices, achieving an annualized return of 9.2% compared to 4.7% for the S&P 500. More recent investments since 2008 have also seen strong returns, with some investments appreciating over 150%. The document reviews the fund's portfolio and strategy, and outlines the manager's expectations for continued outperformance of the market indices in the long run. It concludes with a Q&A session to discuss any questions.
Horsehead Holdings: Equity Committee's Objection to Confirmation (redacted)Guy Spier
The Official Committee of Equity Security Holders objects to confirmation of the Debtors' plan of reorganization. The Committee argues that the Debtors failed to satisfy their fiduciary duty to maximize the value of the estate by refusing to canvass the market and consider alternative proposals that could have provided greater recovery for stakeholders. The Committee also asserts that the plan's allocation of equity value to noteholders violates the absolute priority rule and is therefore unfair and inequitable. Additionally, the Committee contends the plan contains inaccurate disclosures regarding valuation.
The document appears to be a court filing related to a case from June 13, 2016. However, as it only lists page numbers and headers without any visible text content, the exact purpose or subject of the filing cannot be determined from the information provided.
Obama doesn’t get america’s can do instinct the timesGuy Spier
Obama is struggling to win reelection as many Americans feel he does not understand the country's entrepreneurial spirit and are worried his social democratic policies could cement the US's economic decline. While Romney presents himself as a pro-business alternative who understands job creation, most voters do not fully support either candidate's vision and are uneasy about complete rollback of Obama's healthcare reforms due to rising costs. The election highlights Americans' deep soul-searching about their economic future in a changing world.
Horsehead: Tom Boswell Letter to the CourtGuy Spier
This 7-page legal document discusses a bankruptcy case from 2016. It references case numbers and filing dates across multiple pages. However, without more context around the specific bankruptcy or details contained on each page, it is difficult to extract much meaningful essential information from this document at a high level in 3 sentences or less.
Bill Janeway, Managing Director, Warburg Pincus discusses the good and the bad of investment bubbles and why he worries about the Unicorn Bubble.
Watch the full talk, with transcript by following this link:
http://businessofsoftware.org/2016/01/bill-janeway-warburg-pincus-productive-bubbles-video-slides-transcript-bos-europe-2015/
- The Aquamarine Fund returned 27.8% in 2012, outperforming the S&P index which returned 16%. Over its lifetime, each $1 invested in the fund is now worth over $4.
- The fund manager prefers to compare performance to the S&P index rather than other indices to avoid "index shopping".
- In 2012, the fund received $3.47 million in new subscriptions and $2.69 million in redemptions, resulting in $0.78 million in net new capital, down from $3.9 million in 2011.
- A basket of Japanese "net-net" stocks purchased in 2011 was substantially exited by the end of 2012, returning approximately
How to Become a Thought Leader in Your NicheLeslie Samuel
Are bloggers thought leaders? Here are some tips on how you can become one. Provide great value, put awesome content out there on a regular basis, and help others.
Acquisition International August 2013 41Tony Wayne
Bryan, Mansell & Tilley LLP is a UK-based turnaround boutique that specializes in cross-border restructurings for mid-market companies between €10-€1.5 billion in revenue. While corporate insolvencies remain low in the UK due to low interest rates, the firm predicts a slow recovery and subdued market conditions. The firm aims to find solutions that deliver value for stakeholders and avoid insolvency.
IronHorse LLC is a US-based firm providing restructuring consulting, litigation support, and due diligence services focused on a six-state region. While the rate of corporate insolvency has slowed, the firm expects increased restructuring needs as $
Recent Legal Developments for Commercial LandlordsAllen Matkins
This document summarizes recent legal developments related to commercial properties from Allen Matkins law firm. It discusses three court cases:
1) Grand Prospect Partners v. Ross Dress for Less which found that cotenancy provisions in retail leases may be unconscionable or unreasonable penalties in some cases.
2) Donahue Shriber Realty Group v. Nu Creation Outreach which affirmed an injunction limiting solicitation activities in shopping centers to designated areas.
3) Riverisland v. Fresno-Madera Prod. which overturned previous case law and now allows extrinsic evidence of verbal promises to determine if a contract was procured by fraud, even if it contradicts written terms.
PLI M&A 2017 - Advanced Trends Opening Remarks 1-12-17 (Display)Kevin Miller
This document provides an opening remarks summary for a conference on mergers and acquisitions trends from 2017. It discusses four significant trends from prior years that have affected Delaware litigation: 1) adoption of exclusive venue bylaws, 2) the M&F Worldwide decision permitting dismissal of claims with controller transactions under certain conditions, 3) the Cornerstone Therapeutics decision permitting dismissal of duty of care claims with an exculpatory clause, and 4) the Corwin v. KKR Financial decision establishing the business judgment rule for fully informed stockholder approved mergers. It then summarizes major mergers and acquisitions developments and cases from 2016 related to interpreting and applying the Corwin decision.
Rural-Metro - Aiding and Abetting (DealLawers) 3-9-16Kevin Miller
The document summarizes a Delaware Supreme Court case regarding aiding and abetting breach of fiduciary duty claims against a financial advisor, RBC Capital Markets. The key holdings were:
1) The board breached its fiduciary duties by approving a merger based on an unreasonable process influenced by RBC's actions to favor its own interests.
2) RBC knowingly participated in the breach by creating an informational vacuum and intentionally misleading the board, establishing scienter.
3) RBC was liable for aiding and abetting the breach of fiduciary duty, but financial advisors generally are not gatekeepers and liability requires egregious behavior like fraud on the board.
John Darer of 4Structures in Stamford, CTJohn Darer
John Darer of 4Structures in Stamford, CT is an AM Best Recommended Structured Settlement Expert, Sudden Money® Advisor, Settlement Planner, Watchdog. John Darer is a well-known highly skilled creative structured settlement expert, Certified Financial Transitionist, Registered Settlement Planner, licensed insurance agent, listener, communicator, thought leader and problem solver.
This document discusses problems with the lack of oversight in the structured settlement secondary and tertiary markets. It notes that while structured settlement protection acts were intended to protect recipients, they are deficient in key areas. The first problem discussed is the lack of regulation of participants in these markets, including those who solicit recipients, advise them on sales, advise investors, or provide financial advice. Unlike other financial services, there are no licensing, background check, or continuing education requirements for intermediaries. This raises questions about the legitimacy and accountability of market participants. The document argues that insurance-style regulation is needed to protect consumers in these markets.
Comment Letter on Section 752 Proposed Debt Allocation Regulations -- Letter ...Samuel Grilli
This letter summarizes concerns with proposed regulations regarding the allocation of debt for purposes of Section 752. Specifically, it argues that the proposed regulations create uncertainty by replacing a facts-and-circumstances test with seven factors that make it difficult for obligations like guarantees to be treated as recourse. It suggests that nearly all obligations will fail to satisfy all the factors. The letter recommends that the proposed regulations be revoked, amended, or re-issued in proposed form only due to these issues.
The is the book list that Guy Spier and John Mihaljevic put together after polling members of the VALUEx Community for which books they recommended as required reading for the VALUEx 2016 conference.
Guy Spier presentation for Ciccio Azzollini in Trani: Value Investing Semina...Guy Spier
The document provides financial information about an Italy conference in July 2012 including the market capitalization, book value, and tangible book value of the company. It also contains a chart comparing the performance of the Aquamarine Fund Inc. to the S&P 500 from 1997 to 2012. The final section is seeking investors for a hazardous investment opportunity with volatile returns and uncertain returns but potential for honor and fortune if successful.
Horsehead investor presentation august 2012Guy Spier
Horsehead Holding Corp. provides concise summaries in 3 sentences or less that provide the high level and essential information from the document.
Horsehead Holding Corp. is a leading producer and recycler of zinc and nickel products with operations across North America. It operates the largest zinc smelter in the US and plans to construct a new state-of-the-art zinc plant to lower costs and expand product offerings. Horsehead has a vertically integrated business model where it recycles waste materials from other industries to produce zinc, nickel, and related products that are then used by those same industries.
Value Investing Congress October 13-14 2010Guy Spier
The document compares the growth of a $100,000 investment in the Aquamarine Fund Inc versus the S&P 500 from 1997 to 2010. It shows that the Aquamarine Fund grew the investment to over $350,000 while the S&P 500 grew it to around $200,000, demonstrating the Aquamarine Fund outperformed the market over that time period. The document also provides tips for value investors, such as taking buy and sell decisions when the market is closed, reducing toxic relationships, and acting as a great partner to find great partners.
The document summarizes the performance of the Aquamarine Fund from 1997 to 2012. Over this period, the fund outperformed the S&P 500 and other indices, achieving an annualized return of 9.2% compared to 4.7% for the S&P 500. More recent investments since 2008 have also seen strong returns, with some investments appreciating over 150%. The document reviews the fund's portfolio and strategy, and outlines the manager's expectations for continued outperformance of the market indices in the long run. It concludes with a Q&A session to discuss any questions.
Horsehead Holdings: Equity Committee's Objection to Confirmation (redacted)Guy Spier
The Official Committee of Equity Security Holders objects to confirmation of the Debtors' plan of reorganization. The Committee argues that the Debtors failed to satisfy their fiduciary duty to maximize the value of the estate by refusing to canvass the market and consider alternative proposals that could have provided greater recovery for stakeholders. The Committee also asserts that the plan's allocation of equity value to noteholders violates the absolute priority rule and is therefore unfair and inequitable. Additionally, the Committee contends the plan contains inaccurate disclosures regarding valuation.
The document appears to be a court filing related to a case from June 13, 2016. However, as it only lists page numbers and headers without any visible text content, the exact purpose or subject of the filing cannot be determined from the information provided.
Obama doesn’t get america’s can do instinct the timesGuy Spier
Obama is struggling to win reelection as many Americans feel he does not understand the country's entrepreneurial spirit and are worried his social democratic policies could cement the US's economic decline. While Romney presents himself as a pro-business alternative who understands job creation, most voters do not fully support either candidate's vision and are uneasy about complete rollback of Obama's healthcare reforms due to rising costs. The election highlights Americans' deep soul-searching about their economic future in a changing world.
Horsehead: Tom Boswell Letter to the CourtGuy Spier
This 7-page legal document discusses a bankruptcy case from 2016. It references case numbers and filing dates across multiple pages. However, without more context around the specific bankruptcy or details contained on each page, it is difficult to extract much meaningful essential information from this document at a high level in 3 sentences or less.
Bill Janeway, Managing Director, Warburg Pincus discusses the good and the bad of investment bubbles and why he worries about the Unicorn Bubble.
Watch the full talk, with transcript by following this link:
http://businessofsoftware.org/2016/01/bill-janeway-warburg-pincus-productive-bubbles-video-slides-transcript-bos-europe-2015/
- The Aquamarine Fund returned 27.8% in 2012, outperforming the S&P index which returned 16%. Over its lifetime, each $1 invested in the fund is now worth over $4.
- The fund manager prefers to compare performance to the S&P index rather than other indices to avoid "index shopping".
- In 2012, the fund received $3.47 million in new subscriptions and $2.69 million in redemptions, resulting in $0.78 million in net new capital, down from $3.9 million in 2011.
- A basket of Japanese "net-net" stocks purchased in 2011 was substantially exited by the end of 2012, returning approximately
How to Become a Thought Leader in Your NicheLeslie Samuel
Are bloggers thought leaders? Here are some tips on how you can become one. Provide great value, put awesome content out there on a regular basis, and help others.
Acquisition International August 2013 41Tony Wayne
Bryan, Mansell & Tilley LLP is a UK-based turnaround boutique that specializes in cross-border restructurings for mid-market companies between €10-€1.5 billion in revenue. While corporate insolvencies remain low in the UK due to low interest rates, the firm predicts a slow recovery and subdued market conditions. The firm aims to find solutions that deliver value for stakeholders and avoid insolvency.
IronHorse LLC is a US-based firm providing restructuring consulting, litigation support, and due diligence services focused on a six-state region. While the rate of corporate insolvency has slowed, the firm expects increased restructuring needs as $
Recent Legal Developments for Commercial LandlordsAllen Matkins
This document summarizes recent legal developments related to commercial properties from Allen Matkins law firm. It discusses three court cases:
1) Grand Prospect Partners v. Ross Dress for Less which found that cotenancy provisions in retail leases may be unconscionable or unreasonable penalties in some cases.
2) Donahue Shriber Realty Group v. Nu Creation Outreach which affirmed an injunction limiting solicitation activities in shopping centers to designated areas.
3) Riverisland v. Fresno-Madera Prod. which overturned previous case law and now allows extrinsic evidence of verbal promises to determine if a contract was procured by fraud, even if it contradicts written terms.
PLI M&A 2017 - Advanced Trends Opening Remarks 1-12-17 (Display)Kevin Miller
This document provides an opening remarks summary for a conference on mergers and acquisitions trends from 2017. It discusses four significant trends from prior years that have affected Delaware litigation: 1) adoption of exclusive venue bylaws, 2) the M&F Worldwide decision permitting dismissal of claims with controller transactions under certain conditions, 3) the Cornerstone Therapeutics decision permitting dismissal of duty of care claims with an exculpatory clause, and 4) the Corwin v. KKR Financial decision establishing the business judgment rule for fully informed stockholder approved mergers. It then summarizes major mergers and acquisitions developments and cases from 2016 related to interpreting and applying the Corwin decision.
Rural-Metro - Aiding and Abetting (DealLawers) 3-9-16Kevin Miller
The document summarizes a Delaware Supreme Court case regarding aiding and abetting breach of fiduciary duty claims against a financial advisor, RBC Capital Markets. The key holdings were:
1) The board breached its fiduciary duties by approving a merger based on an unreasonable process influenced by RBC's actions to favor its own interests.
2) RBC knowingly participated in the breach by creating an informational vacuum and intentionally misleading the board, establishing scienter.
3) RBC was liable for aiding and abetting the breach of fiduciary duty, but financial advisors generally are not gatekeepers and liability requires egregious behavior like fraud on the board.
John Darer of 4Structures in Stamford, CTJohn Darer
John Darer of 4Structures in Stamford, CT is an AM Best Recommended Structured Settlement Expert, Sudden Money® Advisor, Settlement Planner, Watchdog. John Darer is a well-known highly skilled creative structured settlement expert, Certified Financial Transitionist, Registered Settlement Planner, licensed insurance agent, listener, communicator, thought leader and problem solver.
This document discusses problems with the lack of oversight in the structured settlement secondary and tertiary markets. It notes that while structured settlement protection acts were intended to protect recipients, they are deficient in key areas. The first problem discussed is the lack of regulation of participants in these markets, including those who solicit recipients, advise them on sales, advise investors, or provide financial advice. Unlike other financial services, there are no licensing, background check, or continuing education requirements for intermediaries. This raises questions about the legitimacy and accountability of market participants. The document argues that insurance-style regulation is needed to protect consumers in these markets.
Comment Letter on Section 752 Proposed Debt Allocation Regulations -- Letter ...Samuel Grilli
This letter summarizes concerns with proposed regulations regarding the allocation of debt for purposes of Section 752. Specifically, it argues that the proposed regulations create uncertainty by replacing a facts-and-circumstances test with seven factors that make it difficult for obligations like guarantees to be treated as recourse. It suggests that nearly all obligations will fail to satisfy all the factors. The letter recommends that the proposed regulations be revoked, amended, or re-issued in proposed form only due to these issues.
Top 10 Issues in De-SPAC Securities LitigationWendy Couture
Feb. 4, 2022 presentation at the University of Arkansas at Little Rock's law review symposium: "SPACs: The New Frontier? How Recent Litigation and the SEC are Shaping the Modern SPAC Transaction"
City Water International Inc. v. 816580 Ontario Inc.Matthew Riddell
City Water International Inc. sued 816580 Ontario Inc. for breach of a 60-month water cooler rental contract. 816580 terminated the contract early, in its 11th month, citing financial difficulties. City Water argued the contract was non-cancellable. The court found the contract language unambiguously stated it was non-cancellable. The court also found the acceleration clause valid and not a penalty, as it simply required payment of the remaining balance owed. Therefore, the court ruled in favor of City Water and awarded damages of $3,082, the remaining balance due under the contract, plus costs.
This document promotes the services of Paladin fs and its CEO Aaron Silva to negotiate IT contracts on behalf of banks and financial institutions. It summarizes how core IT suppliers like Fiserv, FIS, and Jack Henry have grown to oligopolies through mergers and acquisitions, resulting in long implementation times, high costs, and barriers to fintech adoption for clients. Silva claims to have negotiated over $108 million in cost reductions and value for clients, and invites recipients to request a free contract assessment from Paladin fs to potentially lower IT expenses.
This document is a bench ruling from a bankruptcy judge on a motion to compel arbitration related to a debtor's cash collateral motion. The judge analyzes applicable case law and determines that:
1) Whether a debtor has authority to use cash collateral is fundamentally a bankruptcy issue, not a contractual dispute.
2) The parties did not agree to arbitrate issues relating to a debtor's rights under the Bankruptcy Code, as those rights were created by Congress and differ from pre-bankruptcy contractual rights.
3) Therefore, the motion to compel arbitration of the debtor's cash collateral motion is denied, as use of cash collateral is a core bankruptcy issue not subject to the arbitration agreement.
Sharon Daly, head of the Commercial Litigation Insurance team at Matheson, wrote the Ireland chapter for Getting The Deal Through: Litigation Funding 2017.
1. Pilipinas Bank issued a letter of credit to finance Baliwag Mahogany Corporation's purchase of lumber, secured by trust receipts signed by BMC and its president Alfredo Ong. BMC failed to pay on the due dates.
2. BMC filed for rehabilitation with the SEC and entered into a Memorandum of Agreement (MOA) with its creditor banks, including Pilipinas Bank, to reschedule its debt payments. BMC later defaulted on the MOA.
3. Pilipinas Bank charged Ong and BMC treasurer Leoncia Lim with violating the Trust Receipts Law. The DOJ dismissed the charges. The Court of Appeals initially sided with the bank but
The Law of Penalties - ANZ v Andrews and beyond Laina Chan
In https://www.youtube.com/watch?v=TVVSSbLUm0g, Ian Bailey SC and Laina Chan barristers, discuss the developments in the law of penalties since ANZ v Andrews. They also consider the approach of the Supreme Court in the UK in the first of a series of Chatz with Bailey SC and Chan in Cavendish Square Holding BV v Talai El Makdessi [2015] UKSC 67. This is the powerpoint that accompanies the chatz
This document discusses the responsibilities of a debtor's counsel throughout a Chapter 13 bankruptcy case. It begins by providing a hypothetical scenario where a debtor is 49 months into a 60 month repayment plan when the counsel receives a motion for relief from stay and a motion to dismiss for unpaid plan payments. The document analyzes what the counsel's responsibilities are in this situation based on case law and local rules. It emphasizes that the counsel is obligated to represent the debtor on important motions like these and cannot demand more money or refuse to appear in court. The best practices for counsel include clearly establishing communication expectations, documenting them, and acting in accordance with professional responsibilities throughout the case.
In this tutorial, Chris Roush helps you become better acquainted with the inner-workings of bankruptcy court and shows you best practices for identifying stories in documents.
Roush is the director of the Carolina Business News Initiative and an associate professor at the University of North Carolina at Chapel Hill.
The best way to prepare for the contract phase of the transaction as a buyer is to review a blank copy of the purchase contract. Reading the contract prior to making an offer will make you much more comfortable during the negotiation phase.
Recent court rulings have expanded the rights of foreign debtors filing for Chapter 15 bankruptcy in the US. Specifically, foreign debtors can now sue US companies using avoidance laws from their home country. Additionally, foreign debtors get a two-year extension on statutes of limitations for such lawsuits. These rulings encourage foreign debtors to pursue recovery from third parties in the US via Chapter 15 bankruptcy proceedings.
JOBS Act Rulemaking Comments on SEC File Number S7-06-13 Dated September 13, ...Jason Coombs
The document contains a response letter from Jason Coombs, Co-Founder and CEO of Public Startup Company, Inc. to the SEC regarding proposed rules under Regulation D and Section 4(a)(2) of the Securities Act of 1933. Coombs agrees with some commenters' recommendations but disagrees with others. He believes requiring additional reporting in Form D creates an undue burden and that the SEC should publish general solicitation materials submitted under proposed Rule 510T to help monitor for fraud.
This hearing concerned whether funds advanced to Avalon Sunset by its sole shareholder constituted a loan or capital contribution. Avalon Sunset argued the funds were a loan based on 13 factors from relevant case law. It provided documents from 1986-1997 showing the company owned valuable real estate assets and had received commercial loans, demonstrating it was a viable business. However, the Franchise Tax Board argued the loan lacked standard protections, as no interest or principal was paid over 12 years while the amount owed grew from $300,000 to over $4 million, indicating the funds were a capital contribution not a loan.
Best practices for project execution and deliveryCLIVE MINCHIN
A select set of project management best practices to keep your project on-track, on-cost and aligned to scope. Many firms have don't have the necessary skills, diligence, methods and oversight of their projects; this leads to slippage, higher costs and longer timeframes. Often firms have a history of projects that simply failed to move the needle. These best practices will help your firm avoid these pitfalls but they require fortitude to apply.
The APCO Geopolitical Radar - Q3 2024 The Global Operating Environment for Bu...APCO
The Radar reflects input from APCO’s teams located around the world. It distils a host of interconnected events and trends into insights to inform operational and strategic decisions. Issues covered in this edition include:
Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
Holger Mueller of Constellation Research shares his key takeaways from SAP's Sapphire confernece, held in Orlando, June 3rd till 5th 2024, in the Orange Convention Center.
Part 2 Deep Dive: Navigating the 2024 Slowdownjeffkluth1
Introduction
The global retail industry has weathered numerous storms, with the financial crisis of 2008 serving as a poignant reminder of the sector's resilience and adaptability. However, as we navigate the complex landscape of 2024, retailers face a unique set of challenges that demand innovative strategies and a fundamental shift in mindset. This white paper contrasts the impact of the 2008 recession on the retail sector with the current headwinds retailers are grappling with, while offering a comprehensive roadmap for success in this new paradigm.
HOW TO START UP A COMPANY A STEP-BY-STEP GUIDE.pdf46adnanshahzad
How to Start Up a Company: A Step-by-Step Guide Starting a company is an exciting adventure that combines creativity, strategy, and hard work. It can seem overwhelming at first, but with the right guidance, anyone can transform a great idea into a successful business. Let's dive into how to start up a company, from the initial spark of an idea to securing funding and launching your startup.
Introduction
Have you ever dreamed of turning your innovative idea into a thriving business? Starting a company involves numerous steps and decisions, but don't worry—we're here to help. Whether you're exploring how to start a startup company or wondering how to start up a small business, this guide will walk you through the process, step by step.
The Genesis of BriansClub.cm Famous Dark WEb PlatformSabaaSudozai
BriansClub.cm, a famous platform on the dark web, has become one of the most infamous carding marketplaces, specializing in the sale of stolen credit card data.
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
https://rb.gy/usj1a2
Brian Fitzsimmons on the Business Strategy and Content Flywheel of Barstool S...Neil Horowitz
On episode 272 of the Digital and Social Media Sports Podcast, Neil chatted with Brian Fitzsimmons, Director of Licensing and Business Development for Barstool Sports.
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Horsehead Final Judgement
1. In Re:
HORSEHEAD HOLDING CORP., et al.
Case No. 16-10287(CSS)
September 2, 2016
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Min-U-Script® with Word Index
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1
1
2 UNITED STATES BANKRUPTCY COURT
3 DISTRICT OF DELAWARE
4 Case No. 16-10287(CSS)
5 - - - - - - - - - - - - - - - - - - - - -x
6 In the Matter of:
7
8 HORSEHEAD HOLDING CORP., et al.,
9
10 Debtors.
11
12 - - - - - - - - - - - - - - - - - - - - -x
13
14 United States Bankruptcy Court
15 824 North Market Street
16 Wilmington, Delaware
17
18 September 2, 2016
19 11:10 AM
20
21 B E F O R E:
22 HON. CHRISTOPHER S. SONTCHI
23 U.S. BANKRUPTCY JUDGE
24
25 ECR OPERATOR: DANA MOORE
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3
1
2 A P P E A R A N C E S :
3 PACHULSKI STANG ZIEHL & JONES LLP
4 Attorneys for Debtors
5 BY: LAURA DAVIS JONES, ESQ.
6 JOSEPH M. MULVIHILL, ESQ.
7
8
9 KIRKLAND & ELLIS LLP
10 Attorneys for Debtors
11 BY: RYAN P. DAHL, ESQ.
12 ANGELA M. SNELL, ESQ.
13 YATES M. FRENCH, ESQ.
14 PATRICK J. NASH, ESQ.
15
16
17 UNITED STATES DEPARTMENT OF JUSTICE
18 Office of the United States Trustee
19 BY: TIMOTHY J. FOX, JR., ESQ.
20
21
22 LOWENSTEIN SANDLER LLP
23 Attorneys for Official Creditors' Committee
24 BY: BRUCE D. BUECHLER, ESQ. (TELEPHONICALLY)
25
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1
2 ASHBY & GEDDES, P.A.
3 Attorneys for Ad Hoc Group of Senior Secured
4 Noteholders and DIP Lenders
5 BY: WILLIAM P. BOWDEN, ESQ.
6
7
8 AKIN GUMP STRAUSS HAUER & FELD LLP
9 Attorneys for Ad Hoc Group of Senior Secured
10 Noteholders and DIP Lenders
11 BY: MEREDITH A. LAHAIE, ESQ.
12 SARA L. BRAUNER, ESQ.
13
14
15 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
16 Attorneys for US Bank NA as Trustee and Collateral Agent
17 BY: DAVID J. MCCARTY, ESQ. (TELEPHONICALLY)
18
19
20 DORSEY & WHITNEY LLP
21 Attorneys for U.S. Bank N.A. as Trustee
22 BY: ALESSANDRA GLORIOSO, ESQ.
23
24
25
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1
2 RICHARDS, LAYTON & FINGER, PA
3 Attorneys for Official Equity Committee
4 BY: MARK D. COLLINS, ESQ.
5 ROBERT J. STEARN, JR., ESQ.
6 BRENDAN J. SCHLAUCH, ESQ.
7 ANDREW M. DEAN, ESQ.
8 ROBERT C. MADDOX, ESQ.
9
10
11 THE BIFFERATO FIRM, P.Q.
12 Attorneys for Official Equity Committee
13 BY: CONNOR BIFFERATO, ESQ.
14
15
16 NASTASI PARTNERS
17 Attorneys for Official Equity Committee
18 BY: ANCELA R. NASTASI, ESQ. (TELEPHONICALLY)
19
20
21 MCCARTER & ENGLISH, LLP
22 Attorneys for Western Oilfields
23 BY: MATTHEW RIFINO, ESQ.
24
25
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HORSEHEAD HOLDING CORP., ET AL.
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1 P R O C E E D I N G S
2 THE CLERK: All rise.
3 THE COURT: Please be seated.
4 Good morning.
5 IN UNISON: Good morning, Your Honor.
6 THE COURT: All right. I'm ready to rule on the
7 objections to confirmation and confirmation in general. I am
8 going to be working off an outline which is a little rough, so
9 I'll do my best and I apologize if I jump around a little bit.
10 Let me start by saying that this is one of the most
11 difficult decisions I've had to make in ten years on the bench
12 and one of the closest calls that I've had to make. I'm in
13 sort of an odd situation, because all of my bankruptcy
14 instincts honed over the years tell me that equity is out of
15 the money in this case, but the evidence makes it a much more
16 difficult call, and frankly, a lot of that rests at the feet of
17 the lenders who've insisted on a no-shop here, and have
18 eliminated market evidence as being a factor in the Court
19 making its decision. And as a result, this is going to come
20 down to the Court's decision based on a battle of the experts
21 on valuation.
22 And had the lenders taken what I believe would have
23 been a more reasonable position and actually allowed for a true
24 market check in this case, I think we'd be in a very different
25 situation, good or bad, but we'd actually have some evidence
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1 other than expert valuation testimony that the Court could rely
2 on in making this very important and significant decision.
3 They made their own economic decision based on what
4 they felt was appropriate. It's certainly their call and
5 ability to insist on that. But I think at the end of the day,
6 from an evidentiary standpoint, they shot themselves in their
7 own foot. And that's -- it is what it is.
8 To frame the issues that are actually in front of the
9 Court, and holding aside the objection of the two remaining
10 mechanics' lien claimants, there are three disputed issues
11 relevant to confirmation that the Court has to decide. They
12 are whether the good-faith prong of the confirmation standards
13 is met; whether the plan is fair and equitable to equity, who
14 are obviously impaired; and that rests on whether the
15 absolutely priority rule is being satisfied here, and
16 specifically whether creditors are receiving too much, whether
17 they're receiving more than their fair share of value.
18 The sort of corollary of the fact that junior
19 creditors don't get anything until senior creditors are paid in
20 full, is that senior creditors are only entitled to a one
21 hundred percent recovery, before junior creditors. And if
22 they're getting more than that, that's taking money out of
23 junior creditors' pockets.
24 And the third issue is whether the settlement
25 encompassed in the plan meets the legal standards.
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HORSEHEAD HOLDING CORP., ET AL.
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1 Starting with the good-faith issue first, I do find
2 that the plan is proposed in good faith, and I will overrule
3 the equity committee's objection on that point. The fiduciary
4 duties of the estate professionals or specifically -- excuse
5 me -- the fiduciary duties of the debtor, the debtor's
6 management, do not require a market check or shopping of the
7 company either through a plan or under 363 of the Code. In a
8 reorganization setup, where we have a debtor with plan
9 exclusivity who's negotiating with creditors, it is -- Mr.
10 French would you put that down, please? Thank you.
11 It is not required that a sort of 363 shopping of the
12 company occur. Debtors are free to negotiate plans of
13 reorganization with their creditors without being required to
14 take whatever deal they reach out to the market to see if it's
15 valid. To the extent that's inconsistent with what state law
16 fiduciary duty would require in a change-of-control
17 transaction, I believe that the Bankruptcy Code alters that or
18 supersedes that in the context of what reorganizations actually
19 require under the Code.
20 So while I believe that a market check here may have
21 been very positive and helpful, it certainly was not required,
22 and it's not inconsistent with management's fiduciary duties or
23 the debtors' fiduciary duties to go forward as they've gone
24 forward in this case. So there is not a good-faith issue.
25 But again, there was no market check here sufficient
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1 to establish value, and the no-shop provision creates an
2 evidentiary issue with regard to what the value is. The DIP
3 financing process was rapid. It had to be rapid. The debtors
4 did their best to shop the DIP as quickly as they could. It
5 certainly wasn't sufficient to be a proxy for value evidence or
6 valuation of the debtors. It was a very specific, focused
7 process. I find it not at all surprising that any competing
8 DIP would want to be on a priming basis. I certainly believe,
9 given the time frames involved, any new DIP lender probably was
10 not in a position to come in and do a take-out loan, and any
11 new loan would clearly be a priming loan. And it certainly
12 wasn't inappropriate for the debtors to decide not to do that,
13 but it simply -- I raise it only with regard to whether or not
14 it's evidence of the value here.
15 Also, the debtors' vigorous response after July 7th to
16 inquiries, including engaging fully with all of the potential
17 purchasers identified by the equity committee -- and I think
18 the evidence is solid that the debtors fully engaged and were
19 vigorous -- but the combination of the time frame involved and
20 the fact they are responding to and not actively shopping the
21 company, in this case, is insufficient to establish value.
22 So what we have here, at the end of the day, is a
23 battle of the experts with Lazard versus SSG, with at least, on
24 a rebuttal basis, the participation of FTI.
25 I believe that the Lazard 435-million-dollar ramp-up
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1 value is a relevant inquiry here. I don't think it's
2 reasonable to assume under the facts of this case, that
3 management won't take the committed equity contribution to try
4 to fix the plant. I think the basis of the reorganization
5 thesis here is a ramp-up scenario. And I view a non-ramp-up
6 scenario to be really, in effect, a liquidation analysis.
7 These companies, other than Mooresboro, can be sold in
8 pieces. There are obviously parties that have expressed
9 interest in Zochem, in INMETCO, and in the EAF recycling
10 business. The issue here and the reorganization thesis here is
11 how do you fix Mooresboro and expand this business. So I think
12 that's the appropriate inquiry.
13 Talk a little bit about burden of proof. The question
14 here, as I view it, is whether it's more likely than not that
15 equity is out of the money. If I'm going to confirm this plan,
16 I have to make a finding that it's more likely than not equity
17 is out of the money. If I can't figure that out, if it's a
18 tie, or if equity's thesis is more likely, then the plan can't
19 be confirmed.
20 Talking just briefly about Lazard's valuation, since
21 most of the focus really was on the equity committee's
22 valuation, but talking just a second about Lazard, Lazard used
23 a comparable companies methodology in addition to a discounted
24 cash flow methodology, and there was some back-and-forth about
25 whether that was appropriate.
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1 I believe that the evidence supports that use of a
2 comparable companies methodology was not required here, but
3 using it was certainly reasonable. Even though this company
4 had no LTM EBITDA, use of a comparable companies methodology
5 based on forward-looking LTM, forward-looking EBITDA
6 projections, is allowable under the literature, supported by
7 the case law, and reasonable.
8 The flip side of that is the equity committee did not
9 use a comparable companies methodology, and of course neither
10 expert used a precedent transaction methodology. But the
11 equity committee used solely a discounted cash flow method.
12 Now, while it is certainly true that there are
13 advantages and preference to using several different
14 methodologies and to triangulate value, that is not necessarily
15 required. Any valuation professional makes his or her judgment
16 under the unique circumstances of each case. And as Lazard --
17 it was reasonable for Lazard not to use a precedent transaction
18 analysis here, I don't think it was at all unreasonable for SSG
19 to just use a DCF methodology.
20 So let's focus -- wait a minute. I am going to say a
21 little something about Lazard's beta, but I'm going to do that
22 in just the context of talking about the equity committee's
23 valuation. All right. So where we are. So the equity
24 committee came in with an amended, updated valuation with a
25 midpoint value of 842 million dollars. So that's where we'll
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HORSEHEAD HOLDING CORP., ET AL.
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1 work from.
2 So taking the issues I already addressed, the DCF
3 methodology only being okay, let's turn to zinc prices. I
4 think it was reasonable for SSG to accept all of the business
5 plan other than the zinc price numbers. I think it's important
6 to note that management didn't pick the zinc data that it used,
7 Lazard picked that data. The use of the MB Apex report was
8 just as reasonable as Lazard's only black-box choice of
9 analysts from their London office.
10 I think that the analyst at Desk 7 that we spent a lot
11 of time on is a red herring for a couple reasons. One,
12 importantly, that analyst was not used in predicting zinc
13 prices for the terminal period, and of course, as in any DCF,
14 but particularly in this one, the terminal period is the 800-
15 pound gorilla in the valuation.
16 I would also point out that this idea that they used
17 the mean and not the median, and clearly that was a problem, I
18 don't think has any weight. Professionals use mean and median
19 in different circumstances at different times, and Lazard used
20 the mean in several instances in its own valuation in various
21 places.
22 At the end of the day, the delta on all of that effort
23 about Analyst number 7 is ten million dollars. While not
24 insignificant -- it's real money -- in the context of the
25 broader valuation, I don't believe that it's problematic. So I
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HORSEHEAD HOLDING CORP., ET AL.
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1 think the use of the zinc prices under the MB Apex report was
2 reasonable.
3 Now, we also have -- the next issue is the change in
4 capitalization ratio for the perpetuity period. And I do find
5 that that is not reasonable under the facts and circumstances
6 of this case. Now, this is probably -- this is probably the
7 sub-piece closest call, because based on my experience with
8 hedge funds and private equity firms, I think it is certainly
9 possible to assume that if the debtor meets these projections,
10 that the lenders will ratchet up the debt on this company. And
11 as Mr. Victor said, it happens every day in his business.
12 But based on the evidence here and specifically this
13 business, the history of this business, the weight of the
14 comps, the nature of commodity companies, it is too speculative
15 to switch to a fifty-fifty capital structure in the terminal
16 period. The effect of that is to reduce the valuation of SSG
17 by 95 million dollars, which takes us from 842 to 747.
18 Talking about beta. I think that SSG's use of a 0.99
19 beta is reasonable. Averaging the metals and mining database
20 of Damodaran, which is not stale, given its use of both two-
21 and five-year historical beta, and SSG's comps, most of which
22 are Lazard's comps, is an appropriate way to calculate beta.
23 Here, I would also say that I think Lazard's beta
24 strikes me as being way too high for a commodity company like
25 the debtor; and I'm particularly bothered and troubled and
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HORSEHEAD HOLDING CORP., ET AL.
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1 question its use of Barra beta based on the case law and some
2 of the academic literature, which is again, a black box and
3 very suspect.
4 Having said all that, I do think that the use of the
5 Chelyabinsk comp was not reasonable. It was too thinly traded
6 to serve as a proper beta. I believe its R-squared was 0.01,
7 if I remember correctly. And this reduces value by 10 million
8 dollars, to a figure of 737.
9 Turning to the perpetuity growth; and this is a big
10 issue. The perpetuity growth of 3.5 percent is based on the
11 ability to go from 155,000 tons to 170,000 tons in the terminal
12 period, and I think that's not reasonable. Basically, it's not
13 supported by the facts. Notwithstanding debtors' previous
14 statements, which they continue to make, I think it's highly
15 speculative whether they'll be able to achieve that increase.
16 I think the costs involved in achieving that increase are
17 unclear. I think the improvements in efficiency are
18 speculative, and importantly, limited by the science.
19 So I think the facts here belie making it reasonable
20 to use as a basis for future projections, this tick up from
21 155,000 to 170 -- it's not at all clear we're going to get to
22 155,000 tons in this case. The debtors have never gotten
23 close.
24 Now, I have no issue with this academic debate on
25 whether the use of perpetuity growth model for a ten-year
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1 increase as opposed to a perpetual increase is appropriate. I
2 think the math, if you do the math, makes this a nonissue. The
3 delta here between having done a perpetuity growth and having
4 done a ten-year DCF for the terminal period is miniscule.
5 However, reducing -- correcting the error on the perpetuity
6 growth reduces the valuation by an additional 84 million to a
7 revised number of 653.
8 So 653 million is roughly equivalent to the 650
9 million dollars in claims, which appears to put the equity
10 committee, at the very least, on the cusp of being in the
11 money, although barely. However, that ignores the 85 to 100
12 million dollars of new capital that's going to be required to
13 achieve the ramp-up scenario, which is the entire basis of the
14 equity committee's valuation. You simply cannot get to the
15 equity committee's conclusion without that new money, and it
16 has to come from somewhere.
17 Thus, in order for the equity committee to be in the
18 money and for the plan to violate the absolute priority rule, I
19 believe the value must exceed at least 735 million dollars,
20 which it does not.
21 So for that reason, I'm overruling the equity
22 committee's objection on the absolutely priority rule.
23 So we turn to the global settlement. At this point,
24 given the valuations, this is the creditors' recovery to
25 forego. They've agreed to the releases and doing so is
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1 reasonable under the Martin factors.
2 As an aside, I think that the equity (sic) committee
3 in this case settled on the cheap, but that's not the test;
4 that's not my call. The question is whether that settlement
5 meets the lowest range of reasonableness, and it does.
6 Critically, the class action is fully preserved for
7 equity. That may be worth up to possibly fifty-five million
8 dollars, minus, of course, attorneys' fees. I would not
9 approve a settlement that did not preserve the class action.
10 So I'm going to overrule this portion of the equity committee's
11 objection.
12 That leaves us with the objections of the mechanic
13 liens claimants. I'm going to overrule that. The interest is
14 going to be paid if the claim isn't paid on the effective date.
15 Liens are being preserved. Funds are available to pay the
16 claims. Those creditors are unimpaired. And stay relief at
17 this point is both an empty threat, frankly, but would require
18 a motion. So that's an issue for another day.
19 Now, this is not the result that the shareholders were
20 looking for. However, I believe more than ever that the
21 appointment of an equity committee has been fully vindicated in
22 this case. As I mentioned back in May, the issue here is
23 valuation. Now, the lenders refused to allow for a market
24 check, that's their call. And the creditors' committee
25 settled. Someone had to show up and stand up under the facts
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1 and history of this case for the shareholders to challenge the
2 valuation proposition; and appointing an estate funded
3 fiduciary to do that was appropriate.
4 I think that the equity committee professionals have
5 acted within the confines of their mandate and didn't go on any
6 frolics or detours. So I am going to lift the limitation on
7 the equity committee's fees and expenses in this case. I will,
8 of course, evaluate any fee applications under the applicable
9 standards, but I am going to reduce the artificial limit -- or
10 eliminate the artificial limit that I had previously put on
11 their fees and expenses.
12 I think, frankly, they brought tremendous value to the
13 process. This was a difficult case for the Court to decide.
14 At the end of the day, I think that we had something where
15 everyone had a full and fair opportunity to present the facts
16 and law in front of the Court. The Court was presented with
17 tremendous professionalism by all parties, and was put in the
18 position of having to make a decision based on the facts and
19 law. I've done that. And frankly, I think at the end of the
20 day, the process was fair and we get to a fair result. The
21 process cost money, and it's appropriate for that money to be
22 spent in this instance.
23 So that's my ruling. I would open it up to any
24 questions or comments. Mr. Stearn?
25 MR. STEARN: For the record, Bob Stearn from Richards,
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1 Layton & Finger, on behalf of the equity committee. Your
2 Honor, thank you very much for ruling so promptly and so
3 thoroughly. We really appreciate it.
4 Just one question or point of clarification. As you
5 were discussing the settlement, I think you said words in word
6 or substance, something about the equity committee settling
7 cheaply. Is that what you meant to say?
8 THE COURT: No, I meant the -- if I said that, I meant
9 the creditors' committee.
10 MR. STEARN: Thank you, Your Honor for the
11 clarification.
12 THE COURT: I apologize. That was absolutely not what
13 I meant.
14 MR. DAHL: Your Honor, for the record, Ryan Preston
15 Dahl. Logistically, we're finalizing some changes to the
16 confirmation order. If it please the Court, we could complete
17 that process and either submit it under certification of
18 counsel. I think it may take a little bit of time today to
19 just wrap up those changes.
20 THE COURT: All right. Well, yes, I will confirm the
21 plan, overrule all objections to the plan. And I will do that
22 subject, obviously, to receiving an order under certification
23 of counsel. It's a holiday weekend. I'm not going to be here
24 any later than absolutely necessary. So if you don't get it to
25 me today, rather promptly, it'll be Tuesday before you get your
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1 order. I hope that's okay, because that is what it is. That's
2 what's going to be.
3 MR. DAHL: Certainly, Your Honor.
4 THE COURT: All right.
5 MR. DAHL: Your Honor, may I just confer with counsel
6 to the equity committee briefly?
7 THE COURT: Yes.
8 MR. DAHL: Your Honor, sorry, one additional point.
9 We have related to confirmation, the debtors' motion to enter
10 into the unit purchase agreement, which is part and parcel of
11 the plan. After conferring with counsel to the equity
12 committee, we understand that that's now been resolved as a
13 function of the Court's ruling on confirmation, and we --
14 THE COURT: Right.
15 MR. DAHL: -- could also submit that order as well.
16 THE COURT: Yes. Thank you for clarifying that and
17 bringing that to my attention. Yes, I will, for the reasons
18 already stated, overrule that objection and allow and approve
19 the entry into the unit purchase agreement.
20 MR. DAHL: Thank you, Your Honor.
21 THE COURT: You're welcome.
22 Mr. Stearn, I'm going to ask you a question while Mr.
23 Dahl's talking. I think I built that -- I think I built that
24 limit in your retention order or the -- where did I build that
25 limit? Was it in the committee --
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HORSEHEAD HOLDING CORP., ET AL.
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1 MR. STEARN: Retention order, I believe, Your Honor.
2 THE COURT: All right. I'm comfortable with my oral
3 ruling, but if you would like a court order changing that, why
4 don't you submit something under certification of counsel.
5 MR. STEARN: I think that's a good idea. We'll do
6 that, Your Honor.
7 THE COURT: Okay.
8 MR. STEARN: Thank you very much.
9 THE COURT: Okay. Very good. And that should cover
10 Mr. Bifferato and SSG as well.
11 MR. STEARN: Right. And I suppose --
12 THE COURT: And --
13 MR. STEARN: -- Nastasi, too?
14 THE COURT: Yes, although they've resigned.
15 MR. STEARN: Right. But --
16 THE COURT: Yeah.
17 MR. STEARN: -- yes.
18 THE COURT: They have money in the case. I
19 understand. Yeah.
20 Mr. Dahl, I was just -- you may not have heard. I was
21 just -- we were having a colloquy about submitting something
22 under certification of counsel with regard to the retention
23 orders that removes the limit that the Court had previously set
24 on the fees.
25 MR. DAHL: Understood, Your Honor.
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HORSEHEAD HOLDING CORP., ET AL.
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1 THE COURT: Okay. Anything you want to talk about
2 after that colloquy?
3 MR. DAHL: No, Your Honor.
4 THE COURT: Okay. All right. Very good. Thank you
5 very much. We're adjourned.
6 MR. DAHL: Thank you, Your Honor. Have a good
7 weekend.
8 (Whereupon these proceedings were concluded at 11:39 AM)
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2 I N D E X
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4 RULINGS
5 PAGE LINE
6 Equity committee's objection regarding 9 3
7 good-faith of the plan is overruled.
8 Equity committee's objection on the 16 22
9 absolutely priority rule is overruled
10 Equity committee's objection to global 17 11
11 settlement is overruled.
12 Objections of mechanics' lien claimants are 17 13
13 overruled.
14 The Court lifts the limitation on the equity 18 7
15 committee's fees and expenses.
16 Debtors' plan is confirmed. 19 21
17 Entry into the unit purchase agreement is 20 19
18 approved.
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2 C E R T I F I C A T I O N
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4 I, Penina Wolicki, certify that the foregoing transcript is a
5 true and accurate record of the proceedings.
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September 4, 2016
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______________________________ _________________
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PENINA WOLICKI DATE
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AAERT Certified Electronic Transcriber CET**D-569
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