Lehman Brothers Holdings Inc Plan Trust (LEHMQ)
Filed: 28 May 21, 2:16pm
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re:
| Chapter 11 Case No. | ||||
| Lehman Brothers Holdings Inc., et al., | 08-13555 | |||
| Jointly Administered | ||||
| Debtors. | ||||
QUARTERLY FINANCIAL REPORT
AS OF APRIL 1, 2021
| DEBTORS’ ADDRESS: | LEHMAN BROTHERS HOLDINGS INC. | |
| c/o KRISTINE DICKSON – CHIEF FINANCIAL OFFICER | ||
| 110 EAST 42ND STREET | ||
| SUITE 820 | ||
| NEW YORK, NY 10017 | ||
| DEBTORS’ ATTORNEYS: | WEIL, GOTSHAL & MANGES LLP | |
| c/o JACQUELINE MARCUS, GARRETT A. FAIL | ||
| 767 FIFTH AVENUE | ||
| NEW YORK, NY 10153 | ||
| REPORT PREPARER: | LEHMAN BROTHERS HOLDINGS INC., AS PLAN ADMINISTRATOR | |
Date: May 28, 2021
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Table of Contents
| I. | Schedule of Debtors | 3 | ||||
| II. | Cash Flow Estimates | 4 | ||||
| III. | Notes to the Cash Flow Estimates | 7 | ||||
| Note 1—Basis of Presentation | 7 | |||||
| Note 2—Other Receipts | 10 | |||||
| Note 3—Due from/to Non-Controlled Affiliates | 11 | |||||
| Note 4—Due from/to Debtors and LBHI-Controlled Entities | 14 | |||||
| Note 5 – Disputed Claims | 15 | |||||
| Note 6 – Legal Proceedings | 16 | |||||
| Note 7 – Taxes Payable | 20 | |||||
| Note 8 – Subsequent Events | 21 | |||||
| IV. | Balance Sheets | 22 | ||||
QUESTIONS
The Company has established an email address to receive questions from readers regarding this presentation and its other financial disclosures. The Company plans to review questions received, and for those subjects which the Company determines a response would not (i) violate a confidentiality provision, (ii) place the Company in a competitive or negotiation disadvantage, or (iii) be unduly burdensome relative to the value of information requested, the Company shall endeavor to post a response on the website listed below (maintaining the anonymity of the originators of the questions). The Company assumes no obligation to respond to email inquiries.
Please email questions, with document references as relevant, to:
QUESTIONS@lehmanholdings.com
The Company’s previously posted responses can be found on the Epiq website maintained for the Company:
www.lehman-docket.com under the Key Documents tab and the Responses to Questions Submitted category
Page 2
Quarterly Financial Report as of April 1, 2021 (Unaudited)
I. Schedule of Debtors
The twenty three entities listed below (the “Debtors”) filed for bankruptcy in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on the dates indicated below. On December 6, 2011, the Bankruptcy Court confirmed the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”). On March 6, 2012, the “Effective Date” (as defined in the Plan) occurred. As of the date hereof, the following Debtors’ chapter 11 cases remain open:
| Case No. | Date Filed (“Commencement Date”) | |||||||
Lehman Brothers Holdings Inc. (“LBHI”) | 08-13555 | 09/15/2008 | ||||||
Lehman Brothers Special Financing Inc. (“LBSF”) | 08-13888 | 10/03/2008 | ||||||
The following Debtors’ chapter 11 cases were closed pursuant to final decrees entered by the Bankruptcy Court (Docket No. 51920, No. 54163, No. 58257, No. 59472 and No. 60623):
| Case No. | Date Filed | Date Closed | ||||||||||
LB 745 LLC | 08-13600 | 09/16/2008 | 01/28/2016 | |||||||||
PAMI Statler Arms LLC | 08-13664 | 09/23/2008 | 01/28/2016 | |||||||||
CES Aviation LLC | 08-13905 | 10/05/2008 | 01/28/2016 | |||||||||
CES Aviation V LLC | 08-13906 | 10/05/2008 | 01/28/2016 | |||||||||
CES Aviation IX LLC | 08-13907 | 10/05/2008 | 01/28/2016 | |||||||||
LB 2080 Kalakaua Owners LLC | 09-12516 | 04/23/2009 | 01/28/2016 | |||||||||
LB Somerset LLC | 09-17503 | 12/22/2009 | 01/28/2016 | |||||||||
LB Preferred Somerset LLC | 09-17505 | 12/22/2009 | 01/28/2016 | |||||||||
East Dover Limited | 08-13908 | 10/05/2008 | 12/15/2016 | |||||||||
Luxembourg Residential Properties Loan Finance S.a.r.l. | 09-10108 | 01/07/2009 | 12/15/2016 | |||||||||
Merit LLC | 09-17331 | 12/14/2009 | 12/15/2016 | |||||||||
Lehman Brothers Derivative Products Inc. (“LBDP”) | 08-13899 | 10/05/2008 | 06/14/2018 | |||||||||
Lehman Brothers Financial Products Inc. (“LBFP”) | 08-13902 | 10/05/2008 | 06/14/2018 | |||||||||
Lehman Scottish Finance L.P. | 08-13904 | 10/05/2008 | 06/14/2018 | |||||||||
LB Rose Ranch LLC | 09-10560 | 02/09/2009 | 06/14/2018 | |||||||||
Lehman Brothers Commodity Services Inc. (“LBCS”) | 08-13902 | 10/03/2008 | 02/11/2019 | |||||||||
Lehman Brothers Commercial Corporation (“LBCC”) | 08-13901 | 10/05/2008 | 02/11/2019 | |||||||||
Structured Asset Securities Corporation | 09-10558 | 02/09/2009 | 02/11/2019 | |||||||||
Lehman Brothers OTC Derivatives Inc. (“LOTC”) | 08-13893 | 10/03/2008 | 05/04/2020 | |||||||||
Lehman Brothers Commercial Paper Inc. (“LCPI”) | 08-13900 | 10/05/2008 | 05/04/2020 | |||||||||
BNC Mortgage LLC | 09-10137 | 01/09/2009 | 05/04/2020 | |||||||||
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
II. Cash Flow Estimates
Lehman Brothers Holdings Inc. & LBHI-Controlled Entities
| ($ in millions) | As of 12/31/20 | Cash Activity 1/1/21 - 4/1/21 | Estimate Changes | Transfers, Reclassifications, Adjustments (a) | As of 4/1/21 | |||||||||||||||||||
CASH AND INVESTMENTS | ||||||||||||||||||||||||
Reserves for Claims | $ | 47 | $ | — | $ | (7 | ) | $ | — | 41 | ||||||||||||||
Reserves for Operating Expenses, Incentive Fees, and Other (b) | 145 | (56 | ) | (6 | ) | — | 83 | |||||||||||||||||
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Total Cash & Investments—Restricted | 192 | (56 | ) | (13 | ) | — | 124 | |||||||||||||||||
Total Cash & Investments—Unrestricted | 146 | (52 | ) | 13 | (6 | ) | 100 | |||||||||||||||||
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TOTAL CASH AND INVESTMENTS [A] | $ | 338 | $ | (108 | ) | $ | — | $ | (6 | ) | 224 | |||||||||||||
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CASH FLOW ESTIMATES | ||||||||||||||||||||||||
Net Receipts | ||||||||||||||||||||||||
Financial Instruments | $ | 37 | $ | (28 | ) | $ | 34 | $ | 6 | 49 | ||||||||||||||
Other | Note 2 | 77 | (31 | ) | 1 | 0 | 47 | |||||||||||||||||
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Sub-Total—Net Receipts | 114 | (59 | ) | 35 | 6 | 96 | ||||||||||||||||||
Recoveries From Non-Controlled Affiliates | Note 3 | |||||||||||||||||||||||
Europe | 1,207 | (323 | ) | 5 | — | 890 | ||||||||||||||||||
Asia | 56 | (10 | ) | (7 | ) | — | 39 | |||||||||||||||||
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Sub-Total—Recoveries From Non-Controlled Affiliates | 1,264 | (333 | ) | (2 | ) | — | 929 | |||||||||||||||||
Recoveries From Controlled Affiliates | ||||||||||||||||||||||||
Pre-Petition Intercompany Receipts | Note 4 | 7 | (7 | ) | (0 | ) | — | — | ||||||||||||||||
Net Post-Petition Intercompany Receipts from / (Payables to) | 2 | (2 | ) | 0 | — | — | ||||||||||||||||||
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Sub-Total—Recoveries From Controlled Affiliates | 9 | (8 | ) | (0 | ) | — | — | |||||||||||||||||
Operating Expenses and Incentive Fees | (112 | ) | 21 | (7 | ) | — | (98 | ) | ||||||||||||||||
Estimated Taxes Payable | Note 7 | (22 | ) | — | (1 | ) | — | (23 | ) | |||||||||||||||
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TOTAL CASH FLOW FROM OPERATIONS + OTHER RECEIPTS [B] | $ | 1,253 | $ | (380 | ) | $ | 25 | $ | 6 | 904 | ||||||||||||||
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OTHER ADJUSTMENTS | ||||||||||||||||||||||||
(Less): Cash held for the benefit of third parties (b) | $ | (61 | ) | $ | 34 | $ | 19 | $ | — | (8 | ) | |||||||||||||
Plus: Plan Adjustments from Participatory Debtor | 1 | (1 | ) | 0 | — | — | ||||||||||||||||||
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TOTAL OTHER ADJUSTMENTS [C] | $ | (60 | ) | $ | 33 | $ | 19 | $ | — | (8 | ) | |||||||||||||
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ESTIMATED CASH AVAILABLE FOR DISTRIBUTIONS [A+B+C] | $ | 1,530 | $ | (454 | ) | $ | 44 | $ | — | 1,120 | ||||||||||||||
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| (a) | In March 2021, LBHI and LBSF executed a sale and purchase agreement pursuant to which LBHI purchased LBSF’s remaining assets and certain obligations for total consideration of $5.7 million. |
| (b) | Cash held for the benefit of third parties includes Distributions on Allowed Claims (not remitted) and other items. In December 2020, LBHI received $34 million on behalf of a third party; these funds were subsequently remitted in January 2021. |
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Lehman Brothers Special Financing Inc.
| ($ in millions) | As of 12/31/20 | Cash Activity 1/1/21 - 4/1/21 | Estimate Changes | Transfers, Reclassifications, Adjustments (a) | As of 4/1/21 | |||||||||||||||||||
CASH AND INVESTMENTS | ||||||||||||||||||||||||
Reserves for Claims | $ | 0 | $ | — | $ | (0 | ) | — | ||||||||||||||||
Reserves for Operating Expenses, Incentive Fees, and Other | 2 | (2 | ) | (0 | ) | — | — | |||||||||||||||||
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Total Cash & Investments—Restricted | 2 | (2 | ) | (0 | ) | — | — | |||||||||||||||||
Total Cash & Investments—Unrestricted | 9 | (15 | ) | 0 | 6 | — | ||||||||||||||||||
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TOTAL CASH AND INVESTMENTS [A] | $ | 11 | $ | (17 | ) | $ | — | $ | 6 | — | ||||||||||||||
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CASH FLOW ESTIMATES | ||||||||||||||||||||||||
Net Receipts | ||||||||||||||||||||||||
Financial Instruments | $ | 6 | $ | (0 | ) | $ | (0 | ) | $ | (6 | ) | — | ||||||||||||
Other | Note 2 | 0 | — | (0 | ) | (0 | ) | — | ||||||||||||||||
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Sub-Total—Net Receipts | 7 | (0 | ) | (0 | ) | (6 | ) | — | ||||||||||||||||
Recoveries From Non-Controlled Affiliates | Note 3 | |||||||||||||||||||||||
Europe | — | — | — | — | — | |||||||||||||||||||
Asia | — | — | — | — | — | |||||||||||||||||||
Sub-Total—Recoveries From Non-Controlled Affiliates | — | — | — | — | — | |||||||||||||||||||
Recoveries From Controlled Affiliates | ||||||||||||||||||||||||
Pre-Petition Intercompany Receipts | Note 4 | — | — | — | — | — | ||||||||||||||||||
Net Post-Petition Intercompany Receipts from / (Payables to) | (2 | ) | 2 | (0 | ) | — | — | |||||||||||||||||
Investments in Affiliates | — | — | — | — | — | |||||||||||||||||||
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Sub-Total—Recoveries From Controlled Affiliates | (2 | ) | 2 | (0 | ) | — | — | |||||||||||||||||
Operating Expenses and Incentive Fees | (0 | ) | — | 0 | — | — | ||||||||||||||||||
Estimated Taxes Payable | Note 7 | — | — | — | — | — | ||||||||||||||||||
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TOTAL CASH FLOW FROM OPERATIONS + OTHER RECEIPTS [B] | $ | 5 | $ | 1 | $ | 0 | $ | (6 | ) | — | ||||||||||||||
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(Less): Cash held for the benefit of third parties | $ | (0 | ) | $ | — | $ | 0 | $ | — | — | ||||||||||||||
(Less): Plan Adjustments to Participatory Debtor | (1 | ) | 1 | (0 | ) | — | — | |||||||||||||||||
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TOTAL OTHER ADJUSTMENTS [C] | $ | (1 | ) | $ | 1 | $ | 0 | $ | — | — | ||||||||||||||
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ESTIMATED CASH AVAILABLE FOR DISTRIBUTIONS [A+B+C] | $ | 15 | $ | (15 | ) | $ | 0 | $ | — | — | ||||||||||||||
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Note: totals may not foot due to rounding.
| (a) | In March 2021, LBHI and LBSF executed a sale and purchase agreement pursuant to which LBHI purchased LBSF’s remaining assets and certain obligations for total consideration of $5.7 million. |
| (b) | On May 27, 2021, LBHI, as Plan Administrator, filed a motion with the Bankruptcy Court for a final decree to close the LBSF Chapter 11 case (see Docket No. 61141). |
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Estimated Remaining Creditor Recoveries
The following schedules show the estimated remaining recoveries for LBHI by claim class, based on the “Estimated Cash Available for Distributions” in the preceding table on page 4. The estimated remaining recoveries on page 4and the schedule below do not include (a) potential recoveries from the Excluded Litigations, and (b) estimates for potential catch-up distributions on potential full or partial allowance of any disputed claims.
($ in millions)
Lehman Brothers Holdings Inc.
| Allowed Claims Eligible for Distributions (1) | Estimated Remaining Recovery | Estimated Remaining Recovery % as of April 1, 2021 (3) | Actual Recovery % Thru D22 (2) | Estimated End of Case Recovery % | ||||||||||||||||||
Class | Designation | $ | $ | A | B | = A + B | ||||||||||||||||
| 3 | Senior Unsecured | $ | 82,542 | $ | 577 | 0.699 | % | 46.409 | % | 47.108 | % | |||||||||||
| 4A | Senior Affiliate Claims | 33,571 | 209 | 0.624 | % | 37.372 | % | 37.996 | % | |||||||||||||
| 4B | Senior Affiliate Guarantee | 9,726 | 59 | 0.610 | % | 36.467 | % | 37.077 | % | |||||||||||||
| 5 | Senior Third-Party Guarantee | 31,704 | 155 | 0.488 | % | 29.178 | % | 29.666 | % | |||||||||||||
| 7 | General Unsecured | 5,242 | 34 | 0.648 | % | 43.446 | % | 44.095 | % | |||||||||||||
| 8 | Derivative Affiliate / Affiliate Guarantee Claims | 451 | 3 | 0.573 | % | 34.335 | % | 34.909 | % | |||||||||||||
| 9A | Third Party Guarantee Derivatives | 18,255 | 84 | 0.459 | % | 27.465 | % | 27.924 | % | |||||||||||||
| 9B | Third Party Guarantee Derivatives RACER’s | — | — | 0.279 | % | 16.698 | % | 16.977 | % | |||||||||||||
| 10A | Subordinated Class 10A Claims | 3,399 | — | — | — | — | ||||||||||||||||
| 10B | Subordinated Class 10B Claims | 10,330 | — | — | — | — | ||||||||||||||||
| 10C | Subordinated Class 10C Claims | 1,493 | — | — | — | — | ||||||||||||||||
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| Total | $ | 196,714 | $ | 1,120 | ||||||||||||||||||
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| (1) | Estimated Recovery percentages are calculated based on recoveries of Allowed Claims Eligible for Distributions as reported on Exhibit D of the 22nd Distribution Notice filed on March 25, 2021. For purposes of this calculation: |
| a. | Allowed claims exclude (i) claims against LBHI satisfied in full through the combination of the primary obligor and guarantee distributions from LBHI, and (ii) previously Allowed Claims that have been withdrawn. |
| b. | Disputed claims are assumed to be allowed at zero, and all cash reserves currently held on behalf of holders of disputed claims are assumed to be released for the benefit of all holders of Allowed Claims. |
| c. | Allowed Claims Eligible for Distributions exclude Allowed Claims that LBHI owns against itself. |
| (2) | Through the 22nd Plan Distribution on April 1, 2021 (“D22”), the Debtors have made distributions to creditors totaling $128.8 billion, of which $95.8 billion were payments on account of claims owned or formerly owned by third party creditors. |
| (3) | Pursuant to the Motion of the Plan Administrator for an Order Authorizing a Voluntary Final Distribution for Certain Creditors of Lehman Brothers Holdings Inc. and Granting Related Relief (the “Final Distribution Motion”) filed contemporaneously with this report, the Plan Administrator proposes to use these “Estimated Remaining Recovery % as of Apr 1, 2021” as the percentages for the Final Distribution (as defined in the Final Distribution Motion). Please see the Final Distribution Motion for further information. |
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
III. Notes to the Cash Flow Estimates
Note 1 – Basis of Presentation
Objectives
On the Effective Date, the Plan became effective and the Debtors emerged from bankruptcy with a new Board of Directors (LBHI’s Board of Directors hereinafter referred to as the “Board”). The Company continues to pursue the objectives of asset value maximization and timely distributions to creditors of available cash through the optimal execution of an orderly wind down process and the judicious and timely resolution of claims. Pursuant to the Plan, the Plan Administrator has made and expects to continue to make distributions to creditors of Debtors, with each entity subject to review at each distribution date.
Basis of Presentation
The information and data included in the Quarterly Financial Report, including the Notes to the Cash Flow Estimates (the “Quarterly Financial Report”) are derived from sources available to the Debtors and LBHI-Controlled Entities (collectively, the “Company” or “Controlled Affiliates”). The term “LBHI-Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI and have not filed for protection under Chapter 11 of the Bankruptcy Code. LBHI-Controlled Entities excludes, among others, certain entities (such as Lehman Brothers Inc. (“LBI”) and Lehman Brothers International (Europe) (in administration) (“LBIE”)) that were not managed or controlled by a Debtor as of the Effective Date and are under separate administrations in the U.S. or abroad, including proceedings under the Securities Investor Protection Act (collectively, “Non-Controlled Affiliates”).
The information and data included in these cash flow estimates and notes thereto (the “April 1, 2021 Cash Flow Estimates”) were prepared to update the December 31, 2020 Cash Flow Estimates filed March 25, 2021 (the “December 31, 2020 CFE”), and are based on estimated cash flows from assets managed in an orderly wind down and/or sale (and related costs of operations) until the Company’s activities are fully resolved.
These April 1, 2021 Cash Flow Estimates include an estimate of expenses to be paid through final termination of the Company on such matters as asset disposition, litigation and disputed claims resolution, administrative wind-down, and related activities. These estimates also include the estimated costs of a small subset of the Company’s current staff committed to stay for many years, if necessary, to oversee the resolution of remaining disputes, other matters and residual wind down activities. These estimates are subject to ongoing review and revision. Actual expenses may differ materially from these estimates.
The Company has prepared the Quarterly Financial Report based on the information available to the Company at the date of filing; however, such information may be incomplete and may be materially deficient. Material uncertainties continue to exist regarding the ultimate value realizable from the Company’s assets, the timing of asset recoveries, future costs, and the eventual level of allowed creditors’ claims. Accordingly, the Quarterly Financial Report is not meant to be relied upon as a complete description of the Company, its business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Company reserves all rights to revise this report.
In preparing the Quarterly Financial Report, the Company made various estimates and assumptions based on information available to the Company. As such, this report contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements containing information regarding the intent, belief or current expectation of the Company and members of its management. Accordingly, the financial information herein is subject to change and any such change may be material.
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 1 – Basis of Presentation (continued)
The Quarterly Financial Report should be read in conjunction with the Company’s previous filings, including Form 8-K reports as filed with the United States Securities and Exchange Commission (“SEC”), the Plan and related Disclosure Statement (the “Disclosure Statement”) dated August 31, 2011, and other documents filed after the Commencement Dates with various regulatory agencies or the Bankruptcy Court by LBHI and LBHI-Controlled Entities.
Future expenses and distributions are dependent in large measure on the resolution of various legal matters involving the Company and its Non-Controlled Affiliates. (See Litigation below.) The remaining legal matters require resolution in the United States, as well as multiple foreign jurisdictions, including the United Kingdom, France, Germany, India, and Australia. The timing for achieving final administrative or judicial resolution of these legal issues is uncertain. As a consequence, the Company cannot definitively specify a date for the final termination of its activities.
All cash flows in these Estimates are presented on an undiscounted basis.
Key Assumptions
Recoveries from Non-Controlled Affiliates
Estimates of recoveries from Non-Controlled Affiliates are based on internal valuation models utilizing information obtained from both Non-Controlled Affiliates’ fiduciaries, as well as information obtained by the Company through settlement negotiations and involvement on creditors’ committees.
The Company’s estimates for recoveries from Non-Controlled Affiliates include estimates for recoveries related to LBIE and the Joint Venture (see Note 3 for additional information), as well as estimated recoveries from other Non-Controlled Affiliates in Europe and Asia.
Certain receivables from Non-Controlled Affiliates are denominated in foreign currencies, and as such, estimated recoveries related to these receivables are subject to movements in foreign exchange rates. The Company does not hedge against movements in foreign exchange rates.
The majority of estimated remaining recoveries from Non-Controlled Affiliates are contingent upon (i) the resolution of matters in dispute and/or active litigation, (ii) the receipt of non-U.S. government and/or Court approvals, and/or (iii) the final wind down of estates not controlled by the Plan Administrator. As such, the timing and amount of future recoveries from Non-Controlled Affiliates is uncertain, and actual recoveries may differ materially from these estimates.
Litigation
The Company is involved directly and/or indirectly in numerous litigations that will impact its recoveries from Non-Controlled Affiliates. The Company’s estimates of recoveries from Non-Controlled Affiliates incorporate the Company’s current assumptions regarding the resolution of these matters (see Other Litigations in Note 6 for additional information).
In addition, the Company has certain litigation pending against parties other than Non-Controlled Affiliates in U.S. courts which may result in potential recoveries to the Company. For the purpose of these April 1, 2021 Cash Flow Estimates, estimates for all litigations are included, with the exception of matters listed under “Excluded Litigations” in Note 6 herein (“Excluded Litigations”). The estimated costs (i.e., professional, legal and advisory fees) of supporting all of the Company’s litigations, including the Excluded Litigations, are included.
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 1 – Basis of Presentation (continued)
Reporting of Claim Assignments
As part of the Company’s planned operational wind down and legal entity dissolution process, the Company has assigned and will continue to assign claims among Controlled Entities, typically from a subsidiary entity to a parent entity, with no resulting economic effect on estimated overall recoveries. These assignments are reflected in the “Transfers, Reclassifications, Adjustments” column in the tables herein. For claim assignments in which Debtor entities are assigned claims against themselves (i.e., when LBHI is assigned a claim against LBHI), the receivables and payables are netted.
This Quarterly Financial Report:
| • | Reflects activities through April 1, 2021; |
| • | Is not audited nor prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”); |
| • | Includes certain items that remain under continuing review by the Company and may be accounted for differently in future Quarterly Financial Reports. |
Due from/to Affiliates
(as shown in the Balance Sheets and Note 3 and Note 4 herein)
Due from/to Affiliates represents (i) receivables related to transactions among Debtors, LBHI-Controlled Entities and Non-Controlled Affiliates (separately or collectively, “Affiliates”), and (ii) payables by LBHI-Controlled Entities to Debtors and Non-Controlled Affiliates.
Due from/to Affiliates are recorded in the Balance Sheets at book values, and where applicable, these balances are recorded net of cash distributions. The balances do not reflect potential realization or collectability reserves for Due from Affiliates balances nor estimates of potential additional payables to Affiliates. As a result, adjustments (including write-downs and write-offs) to Due from/to Affiliates, which are material, will be recorded in the future. The Company will continue to review future estimated recoveries from Non-Controlled Affiliates to determine future write downs.
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 2 – Other Receipts
The following table summarizes the main components of Other Receipts as of April 1, 2021:
| Debtors | LBHI- Controlled Entities | |||||||||||
$ in millions | LBHI | LBSF | ||||||||||
Affiliate Claims (1) | 44 | — | — | |||||||||
Other | 1 | (0 | ) | 3 | ||||||||
| (1) | Includes $44 million of recoveries from claims against Non-Controlled Affiliates acquired through settlements with third parties valued at estimated remaining recoveries. The largest component of Affiliate Claims is an admitted claim, prior to distributions, against Lehman Brothers Limited for £66 million. |
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Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 3 – Due from/to Non-Controlled Affiliates
The following table presents, on an aggregate basis for LBHI and LBHI-Controlled Entities, admitted and unsettled filed claims (including statutory interest to date), collections to date from Non-Controlled Affiliates, and aggregate estimated remaining recoveries (including statutory interest):
| Estimated Recoveries (4) | ||||||||||||||||||||||||||||
$ in millions | Local Currency | Admitted Claims in Local Currency (2) | Collections To Date in Local Currency (2) | Admitted and Unsettled Filed Claims in USD (3) | Collections To Date in USD (2) | Net Receivables in USD | LBHI & LBHI- Controlled Entities | |||||||||||||||||||||
Europe | ||||||||||||||||||||||||||||
Lehman Brothers Finance S.A. | CHF | 10,153 | (2,100 | ) | 10,781 | (2,230 | ) | 8,552 | ||||||||||||||||||||
‘Lehman Brothers Holdings Intermediate 2 Ltd—Subordinated | USD | 6,139 | — | 6,139 | ||||||||||||||||||||||||
Lehman Brothers Holdings PLC—Subordinated | USD | 1,900 | — | 1,900 | ||||||||||||||||||||||||
Lehman Brothers Holdings PLC—Senior | GBP | 295 | (282 | ) | 408 | (390 | ) | 17 | ||||||||||||||||||||
Thayer Properties Limited | GBP | 172 | (93 | ) | 238 | (128 | ) | 109 | ||||||||||||||||||||
LB (PTG) Ltd | GBP | 170 | (92 | ) | 235 | (128 | ) | 107 | ||||||||||||||||||||
LB ODC 3 | GBP | 101 | (62 | ) | 140 | (86 | ) | 54 | ||||||||||||||||||||
Other | 2,002 | (1,978 | ) | 24 | ||||||||||||||||||||||||
Recoveries of Prior Guarantee Distributions (1) | — | — | — | |||||||||||||||||||||||||
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| |||||||||||||||||||||
Total Europe | 21,842 | (4,939 | ) | 16,903 | 890 | |||||||||||||||||||||||
Asia | ||||||||||||||||||||||||||||
LB Commercial Corp. Asia Limited | HKD | 14,769 | (9,134 | ) | 1,899 | (1,175 | ) | 725 | ||||||||||||||||||||
LB Asia Pacific (Singapore) PTE | USD | 621 | (365 | ) | 621 | (365 | ) | 256 | ||||||||||||||||||||
LB Investments PTE Ltd | USD | 536 | (347 | ) | 536 | (347 | ) | 190 | ||||||||||||||||||||
LB RE Australia Commerical PTY LTD | AUD | 218 | (66 | ) | 166 | (50 | ) | 116 | ||||||||||||||||||||
LB Australia Holdings PTY LTD | AUD | 145 | (63 | ) | 111 | (48 | ) | 63 | ||||||||||||||||||||
Lehman Brothers Australia Ltd | AUD | 111 | (66 | ) | 85 | (51 | ) | 34 | ||||||||||||||||||||
Other | 11,067 | (11,023 | ) | 45 | ||||||||||||||||||||||||
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Total Asia | 14,486 | (13,058 | ) | 1,428 | 39 | |||||||||||||||||||||||
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| |||||||||||||||||||||
Total | $ | 36,328 | $ | (17,997 | ) | $ | 18,331 | $ | 929 | |||||||||||||||||||
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Totals may not foot due to rounding.
| (1) | The Company’s Estimated Recoveries include estimates for recoveries related to prior distributions on Allowed Guarantee Claims against LBHI that are or are expected to be satisfied in full. |
| (2) | “Admitted Claims in Local Currency,” “Collections to Date in Local Currency” and “Collections to Date in USD” include statutory interest received to date less any distributions received on the claims prior to the assignments of the claims to LBHI and/or LBHI-Controlled Entities. |
| (3) | “Admitted and Unsettled Filed Claims in USD” includes notional amounts on subordinated receivables and statutory interest. |
| (4) | Refer to Note 1 – Basis of Presentation herein for further information on the estimated recoveries from Non-Controlled Affiliates. |
| (5) | Other claims against Lehman Brothers Finance S.A. and LBIE acquired through settlements with third parties are included in Other Assets (refer to Note 2 – Other Receipts for additional information). |
Page 11
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 3 – Due from/to Non-Controlled Affiliates (continued)
The table below presents the Due from/to Non-Controlled Affiliates balances as of April 1, 2021, and the related activity since the previously filed Quarterly Financial Report as of December 31, 2020:
| Activity 01/01/21 - 04/01/21 | ||||||||||||||||||||||||
| $ in millions | As of December 31, 2020 | Cash Receipts | Cash Distributions | Claim Assignments | Other (1) | As of April 1, 2021 | ||||||||||||||||||
Due From Non-Controlled | ||||||||||||||||||||||||
Lehman Brothers Finance S.A. | $ | 8,978 | $ | (15 | ) | $ | (412 | ) | $ | 8,552 | ||||||||||||||
LB Holdings Intermediate 2 Ltd —Subordinated (2) | 6,139 | — | 6,139 | |||||||||||||||||||||
Lehman Brothers Holdings PLC —Subordinated (2) | 1,900 | — | 1,900 | |||||||||||||||||||||
Thayer Properties Limited | 108 | (0 | ) | 1 | 109 | |||||||||||||||||||
LB (PTG) Ltd | 108 | (2 | ) | 1 | 107 | |||||||||||||||||||
LB Commercial Corp. Asia Limited | 727 | (2 | ) | 725 | ||||||||||||||||||||
LB Asia Pacific (Singapore) PTE | 258 | (2 | ) | (0 | ) | 256 | ||||||||||||||||||
LB Investments PTE Ltd | 194 | (5 | ) | — | 190 | |||||||||||||||||||
Other | 340 | (76 | ) | — | 90 | 354 | ||||||||||||||||||
Due To Non-Controlled (3) | $ | 29,630 | $ | — | $ | (110.45 | ) | $ | — | $ | (1,275 | ) | $ | 28,245 | ||||||||||
| (1) | Other Due From Non-Controlled Affiliates primarily includes ($414) million resulting from the negative impact of movements in foreign exchange rates for the period calculated on the historical net receivable balances. |
Other Due To Non-Controlled Affiliates primarily includes: (i) the recoupment of $223 million and the write off of $700 million, both resulting from the settlement of a multi-party litigation wherein LBHI sought to recapture previous distributions it made on certain Guarantee Claims owned by Non-Controlled Affiliates, because the corresponding primary claims were subsequently satisfied in full by distributions from the primary obilgors; and (ii) the write-off of $770 million related to the closing of LBSF’s bankruptcy case.
| (2) | Balances represent the notional subordinated receivables. |
| (3) | “Due to Non-Controlled” balances from LBHI are included in Liabilities Subject to Compromise herein, and primarily include (i) claims against LBHI, net of distributions, originally held by Non-Controlled Affiliates that are currently held by third parties, and (ii) a claim held by Lehman Brothers Treasury Co B.V., in which LBHI has no direct or indirect equity interest. |
Page 12
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 3 – Due from/to Non-Controlled Affiliates (continued)
Joint Venture to Facilitate Resolution of LBIE Claims
On January 31, 2014, Lehman Brothers Holdings Intermediate 2 Ltd. (“LBHI2”), a Non-Controlled Affiliate, LBHI, and Elliott Management Corporation and King Street Capital Management, L.P. (together, the “Funds”) entered into definitive documentation and consummated a joint venture to facilitate the resolution of LBIE claims (the “Joint Venture”):
| • | LBHI2 contributed to the Joint Venture its admitted senior claim of GBP 36.3 million (“Senior Claim”), subordinated claims of GBP 1.24 billion (“Sub Debt”), and an economic interest in its preferred equity (“Preferred Equity”) in LBIE. |
| • | The Funds paid approximately GBP 650 million to LBHI2 (by way of a capital contribution to the Joint Venture) and contributed to the Joint Venture the distributions on their claims against LBIE (approximately GBP 2.6 billion face as of January 31, 2014) in excess of the principal amount plus post-administration interest at 8% per year. LBHI2’s final recoveries and distributions will be determined following the resolution of the LBIE estate. |
The Joint Venture includes a joint recovery pool governed by a specific sharing formula. Subject to certain adjustments, which could be material, all recoveries from the Sub Debt, Senior Claim, Preferred Equity, and the Funds’ contribution are split as follows:
| (a) | 100% to the Funds up to the Tier 1 Pool Threshold Amount; |
| (b) | For recoveries between the Tier 1 Pool Threshold Amount up to the Tier 2 Pool Threshold Amount, 70% to the Funds and 30% to LBHI2; |
| (c) | For recoveries between the Tier 2 Pool Threshold Amount up to the Tier 3 Pool Threshold Amount, 50% to the Funds and 50% to LBHI2; and |
| (d) | For recoveries above the Tier 3 Pool Threshold Amount, 25% to the Funds and 75% to LBHI2. |
The “Tier 1 Pool Threshold Amount” is GBP 650 million. The “Tier 2 Pool Threshold Amount” is GBP 1.3 billion plus interest calculated at the simple rate of 2.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 1.25%. The “Tier 3 Pool Threshold
Amount” is GBP 2.2 billion plus interest calculated at the simple rate of 4.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 2.5%.
A detailed summary of the terms of the parties’ commitments and the Joint Venture is available at www.lehman-docket.com in the Key Documents section.
If LBIE makes distributions on the Preferred Equity before aggregate distributions from the Joint Venture to the Funds and LBHI2 have reached GBP 2.2 billion (plus interest), then, in certain circumstances, LBHI2, Luxembourg Finance S.a.r.l. (“Lux Finance”) and LBHI shall be obligated to make payments to preserve the economic terms of the transaction as if 100% of the Preferred Equity proceeds had been transferred by LBHI2 to the Joint Venture.
Receivables from the Joint Venture:
| • | LBHI has direct and indirect receivables from various UK Non-Controlled Affiliates, including the entity which receives proceeds directly from the Joint Venture – LBHI2. There are various ongoing litigations (see Note 6 – Legal Proceedings) regarding LBHI’s share of beneficial interest in those UK Non-Controlled Affiliates. LBHI has included estimated recoveries from those entities in its Cash Flow Estimates. |
Page 13
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 4 – Due from/to Debtors and LBHI-Controlled Entities
The table below presents the Due from/to Debtors and LBHI-Controlled Entities balances as of April 1, 2021, and the related activity since the previously filed Quarterly Financial Report as of December 31, 2020:
| Activity 01/01/21 - 04/01/21 | ||||||||||||||||||||||||
| $ in millions | As of December 31, 2020 | Cash Receipts | Cash Distributions | Claim Assignments | Other (1) | As of April 1, 2021 | ||||||||||||||||||
Due From Controlled | ||||||||||||||||||||||||
Debtors: | ||||||||||||||||||||||||
Lehman Brothers Holdings Inc. | ||||||||||||||||||||||||
LB Special Financing Inc | $ | 10,018 | $ | (7 | ) | $ | (10,012 | ) | $ | (0) | ||||||||||||||
RACERS Claims (2) | 525 | (3 | ) | (224 | ) | 298 | ||||||||||||||||||
Pami Ali LLC | 2,731 | — | 2,731 | |||||||||||||||||||||
Lehman Ali Inc (PCO) | 1,928 | — | 1,928 | |||||||||||||||||||||
LB I Group Inc (PCO) | 1,565 | (11 | ) | — | 1,554 | |||||||||||||||||||
314 Commonwealth Ave Inc (PCO) | 784 | — | 784 | |||||||||||||||||||||
Real Estate Private Equity Inc | 625 | — | 625 | |||||||||||||||||||||
LB Offshore Partners Ltd | 340 | (0 | ) | — | 340 | |||||||||||||||||||
Repe LBREP LP, LLC | 179 | — | 179 | |||||||||||||||||||||
Other | 254 | (1 | ) | (6 | ) | $ | 247 | |||||||||||||||||
Due To Controlled (3) | ||||||||||||||||||||||||
Debtors: | ||||||||||||||||||||||||
Lehman Brothers Special Financing Inc. | ||||||||||||||||||||||||
Lehman Brothers Holdings Inc. | $ | 10,019 | $ | (7 | ) | $ | (10,012 | ) | $ | 0 | ||||||||||||||
LBHI-Controlled | ||||||||||||||||||||||||
Lehman Brothers Holdings Inc. | 8,405 | (12 | ) | $ | (6) | 8,387 | ||||||||||||||||||
| (1) | Other includes the write-off of $10.2 billion of LBHI’s net receivable balance from LBSF, and the corresponding net payable balance at LBSF, related to the closing of LBSF’s bankruptcy case. |
| (2) | Refer to Section IV.I.b of the Disclosure Statement for further information on the RACERS Claims. |
| (3) | “Due to Controlled” balances from Debtors are included in Liabilities Subject to Compromise herein. |
Page 14
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 5 – Disputed Claims
The table below presents the remaining Disputed Claims by Class and by Primary Obligor as of April 1, 2021:
| $ in millions | ||||||||||||||||||||
Debtor/Class | Total Number of Filed Claims | Number of Unliquidated Claims | Total Filed Amount | Estimate of Disputed Claims for Reserve Purposes (2) | Total Cash Reserves for Disputed Claims (3) | |||||||||||||||
Lehman Brothers Holdings Inc. | ||||||||||||||||||||
9A Third Party Guarantee other than of the RACERS Trusts (1) | 7 | — | 249 | 249 | 31 | |||||||||||||||
LBIE | 6 | — | 188 | 188 | 16 | |||||||||||||||
LBF | 1 | — | 62 | 62 | 15 | |||||||||||||||
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Total—Lehman Brothers Holdings Inc. | 7 | — | $ | 249 | $ | 249 | $ | 31 | ||||||||||||
| (1) | The Disputed Claims relate to asserted guarantee obligations related to the primary obligor. |
| (2) | Certain Claims have been estimated at less than filed amounts, for reserve purposes only, as agreed through stipulation or settlement agreement or pursuant to Court order. Unless otherwise agreed to or ordered by the Court, there is no reserve for unliquidated Claims. |
| (3) | In addition to cash, assets are being maintained as reserves for certain claims pursuant to a Bankruptcy Court order. The Company has separately entered into a stipulation with a holder of a disputed claim to reserve the potential obligation entirely in cash. |
Page 15
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 6 – Legal Proceedings
The Company is involved in or will be impacted by a number of judicial, regulatory and mediation proceedings concerning matters arising in connection with the bankruptcy proceedings and various other matters, including the proceedings listed below. The Company has not included in the April 1, 2021 Cash Flow Estimates any estimate of recoveries for the Excluded Litigations in the table shown below, but has included estimates of recoveries for all other affirmative litigation matters it is pursuing. The Company is not aware of any other litigation matters where the amount at issue exceeds $10 million. As more information becomes available, the Company may record revisions, which may be material, in future Quarterly Financial Reports. (See Note 1—Basis of Presentation—Litigation for further discussion on the impact of these litigations on the cash flow estimates.)
EXCLUDED LITIGATIONS
| Counterparty | Debtor(s) | Commenced | Court | Court Reference | Most Recent Disclosure | |||||
| ||||||||||
| Mortgage Sellers | LBHI | Various | Various | Various | (a) | |||||
OTHER LITIGATIONS
Counterparty | Controlled | Debtor(s) | Court | Most Recent | ||||
| PLC, LBHI2, LB GP No. 1 Ltd, Deutsche Bank (“ECAPs”) | LBHI SLP3 | LBHI | UK Court | (b) | ||||
| Guarantee Claims For Which LBIE Is The Primary Obligor | LBHI | LBHI | Bankruptcy Court | (c) | ||||
| LBIE Other | None | LBHI | Various | (d) | ||||
| LBF Guarantee—Enasarco | None | LBHI | Swiss Court | April 5, 2018 Balance Sheets— Docket No. 58442 | ||||
| LBT Clawbacks | LBHI | LBHI | Bankruptcy Court | October 1, 2020 Balance Sheets—Docket No. 60960 | ||||
| Sweetwater | LBHI | LBHI | Delaware Chancery Court | June 30, 2020 Balance Sheets—Docket No. 60877 | ||||
Page 16
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 6 – Legal Proceedings (continued)
| (a) | Mortgage Sellers |
LBHI filed complaints in the Bankruptcy Court against numerous mortgage sellers seeking indemnification arising from the Allowed Claims of Fannie Mae, Freddie Mac (collectively, the “GSE Claims”) and Private Label Trustees (the “PL Claims”) against LBHI for losses from defective loans purchased from LBHI. 119 cases have been resolved. 34 of the defendants have failed to respond to the complaints filed against them and LBHI is pursuing default judgments against them. There are 16 parties remaining that have responded to the complaints filed against them. In aggregate, the complaints against these remaining active defendants assert approximately $8 million in GSE Claims and $91 million in PL Claims. The PL Claims are subject to an allocation methodology to be approved by the Bankruptcy Court. For illustrative purposes only, if the methodology approved by the Bankruptcy Court is on the basis that each defendant will be allocated its pro rata share of the PL Claims, then the aggregate damages sought from the 16 defendants who have responded to the complaints filed would be reduced from $91 million to approximately $19 million. On March 25, 2020, LBHI filed a Notice with the Court providing preliminary and non-binding disclosure of the allocation methodology it may seek to apply in this case [Docket No. 60483 in Case No. 08-13555].
Certain defendants filed a motion to dismiss the complaints on the basis that Lehman Brothers Bank, the original purchaser of the mortgage loans at issue, never effectuated the assignment of its indemnity rights to LBHI prior to the commencement of the chapter 11 cases and therefore, the Bankruptcy Court does not have subject matter jurisdiction over those cases. The moving defendants also seek dismissal on the basis that LBHI gave up its indemnity rights when it sold the loans to the Private Label Trusts. LBHI opposed the motion. The Bankruptcy Court heard argument on October 16, 2019, and reserved decision.
On June 11, 2020, the Bankruptcy Court for the Northern District of California allowed the full amount of LBHI’s $13.3 million allocated claim in the Home Loan Center, Inc. (“HLC”) bankruptcy proceeding [Case No. 19-51455 MEH Chapter 7 Hon. M. Elaine Hammond] (to date LBHI has received an interim distribution of approximately $5 million). That same day, LBHI filed suit against HLC’s corporate parents LendingTree, LLC and LendingTree, Inc. for any deficit after final distribution from the HLC bankruptcy on that $13.3 million allowed claim. On August 19, 2020, the LendingTree defendants filed a motion to dismiss the complaint based on lack of jurisdiction and improper venue. On March 22, 2021, Judge Nelson issued her decision denying LendingTree’s opposition and
ordering the case to be transferred to the Bankruptcy Court, as LBHI had requested.
On March 7 and 8, 2021, LBHI filed complaints against 60 smaller mortgage sellers, primarily brokers, seeking aggregate damages of $45 million. 16 of these cases have been resolved, which has reduced the aggregate damages sought in these cases to $34 million.
| (b) | ECAPs |
Prior to the Commencement Date, the Company raised approximately $2 billion through the issuance in the UK of Enhanced Capital Advantaged Preferred Securities (“ECAPS”). Among the ECAPS issued via these UK funding partnerships were Lehman Brothers UK Capital Funding LP, Lehman Brothers UK Capital Funding II LP and Lehman Brothers UK Capital Funding III LP, (“ECAPS I-III”).
Lehman Brothers Holdings PLC (“PLC”) has outstanding approximately €0.8 billion of subordinated notes issued to ECAPS I-III and approximately $1.9 billion of subordinated debt which is held by LBHI. LBHI2 has outstanding approximately $3.186 billion of subordinated debt issued to PLC and approximately $6.139 billion of subordinated notes which is held by Lehman Brothers Holdings Scottish LP 3 (“SLP3”).
On March 16, 2018, the Joint Administrators of PLC and LBHI2 each made an application to the High Court in England to seek, among other things, its determination of issues of priority in respect of potential distributions to the holders of the subordinated issuances described above. The trial took place in November 2019. The Court gave judgment on July 3, 2020 (see Docket No. 60706). In essence, the Court decided that SLP3 (LBHI) is junior to PLC with respect to the LBHI2 subordinated debt, as PLC had argued, and that LBHI and ECAPS I-III are pari passu with respect to the PLC subordinated debt and that the ECAPS I-III subordinated debt was subject to discounting, as LBHI had argued. The Court also ruled that the LBHI subordinated debt (at the PLC level) was not subject to a release, as LBHI had argued. This ruling has the economic effect of awarding approximately 86% of the cash flows at issue to LBHI and 14% to ECAPS I-III.
Page 17
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 6 – Legal Proceedings (continued)
On July 24, 2020, at a hearing on consequential matters, Justice Smith gave permission to appeal the ranking issues at both LBHI2 and PLC, but did not give Deutsche Bank permission to appeal the Release and Discounting issues. Justice Smith also granted LBHI a cost award against Deutsche Bank and granted PLC a cost award against LBHI.
For further information please refer to:
www.pwc.co.uk/services/business-
recovery/administrations/non-lbie-companies/
lbh-plc-in-administration.html and
www.pwc.co.uk/services/business-
recovery/administrations/non-lbie-companies
/lbhi2-limited-in-administration.html
| (c) | Guarantee Claims For Which LBIE Is The Primary Obligor |
LBHI previously filed an objection to disallow six, LBIE-based, prime-brokerage-related guarantee claims seeking $118 million filed by funds related to Maverick Capital Ltd (“Maverick”) [ECF No. 53107]. On March 24, 2017, the Bankruptcy Court granted LBHI’s objection, disallowed Maverick’s claims, and ruled that Maverick could not amend its proofs of claim to assert direct (as opposed to guarantee) liability against LBHI [ECF No. 55346]. Maverick appealed that decision to the United States District Court for the Southern District of New York. On September 30, 2018, the District Court reversed the Bankruptcy Court’s decision that section 562 of the Bankruptcy Code and certain exculpatory clauses contained in the prime brokerage agreement at issue applied to Maverick’s claims, and remanded the case to the Bankruptcy Court for further proceedings. On July 3, 2019, LBHI filed a motion seeking to reduce Maverick’s claims to $4.3 million. On August 8, 2019, Maverick filed its opposition to that motion. On September 10, 2019, the Court heard argument on the Motion and reserved decision. On September 14, 2020, Maverick filed a supplemental brief in connection with the pending motion. On October 19, 2020, LBHI filed its response to Maverick’s supplemental brief. On May 20, 2021, the Bankruptcy Court read its decision from the bench, ruling that Maverick was entitled to allowed guarantee claims against LBHI of $118 million, subject to the single satisfaction rule, and therefore, Maverick was entitled to receive distributions on those allowed claims until it recovers $16.2 in cash. The ruling is subject to appeal.
| (d) | LBIE Other |
The outcome of the following litigation may impact LBHI’s potential indirect recoveries from LBIE:
AG Financial Products Inc.
On November 28, 2011, LBIE sued AG Financial Products Inc. (“AGR”), an affiliate of Assured Guaranty Corp., which in the past had provided credit protection to counterparties under credit default swaps. LBIE’s complaint, which was filed in the Supreme Court of the State of New York (the “New York Supreme Court”), alleged that AGR improperly terminated nine credit derivative transactions between LBIE and AGR and improperly calculated the termination payment in connection with the termination of 28 other credit derivative transactions between LBIE and AGR. LBIE asserted in the complaint that AGR owes LBIE a termination payment of approximately $1.4 billion.
On July 2, 2018, the New York Supreme Court dismissed LBIE’s claims with respect to the nine allegedly improperly terminated transactions in their entirety. That ruling remains subject to appeal. The Court also dismissed the claim that AGR breached its implied duty of good faith and fair dealing with respect to the valuation of the 28 terminated credit derivatives transactions, but found that there is a genuine question of fact as to the reasonableness and good faith of AGR’s calculation of its loss, and so LBIE may proceed with its claim against AGR for breach of contract. On July 31, 2018, AGR filed a Notice of Appeal with the New York State Appellate Division with respect to the surviving claims. On January 17, 2019, the Appellate Division denied AGR’s appeal. The trial was originally scheduled for March 9-20, 2020, but was adjourned by the Court as a result of risks posed by the coronavirus.
Page 18
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 6 – Legal Proceedings (continued)
The Honorable Marcy Friedman announced that she will be retiring at the end of the year and as a result will be unable to continue as the trial judge in the case. On November 3, 2020, LBIE filed a motion in the Bankruptcy Court seeking to reopen the Chapter 15 case and remove the state court case to the Bankruptcy Court. On December 1, 2020, AGR filed its opposition to LBIE’s motions and its own motion to remand the case to State Court. The hearing on the motions was conducted on January 25, 2021, in the Bankruptcy Court and was continued on March 22, 2021, based upon further diligence requested by the Court. At the hearing, Judge Chapman read her decision from the bench, ruling that LBHI’s motion to remove is denied and AGR’s motion to remand is granted. The case will now proceed in the New York State Supreme Court, Commercial Division before the Honorable Mellissa Crane, who was recently assigned to the case. The trial is expected to occur in Q4 2021.
Page 19
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 7 – Taxes Payable
Taxes payable is an estimate of tax liabilities, net of the estimated impact of any refund claims, deposits and net operating losses (“NOL”). Taxes payable have been allocated among the members of the LBHI Tax Group pursuant to the Debtor Allocation Agreement (the “DAA”) (see below for further information).
As of April 1, 2021, the Company recorded an estimate of $23 million for potential pre- and post-petition amounts owed to federal, state, local and international taxing authorities, net of expected refund claims. Between December 31, 2020 and April 1, 2021, the Company increased its taxes payable estimate by $1 million as a result of global tax audit progress.
Debtor Allocation Agreement
The Debtor Allocation Agreement, which became effective on the Effective Date, addresses the relationship among the Debtors and certain Affiliates with respect to consolidated federal/combined state/local income taxes for pre-petition and post-petition years. Pursuant to the DAA, any tax receivables or payables related to pre-petition, consolidated group taxes, including the IRS refund, are treated as allowed pre-petition claims between LBHI and other Debtors and LBHI-Controlled Entities and subject to set-off or recoupment.
Net Operating Losses
The NOLs of the LBHI Tax Group (including LBHI-Controlled Entities) are subject to audit and adjustment by the IRS and primarily expire in or about 2028. Substantially all of the LBHI Tax Group’s current consolidated net operating loss carryovers are attributable to the Debtors. The Plan provides for an orderly liquidation of the Debtors. As previously disclosed in the Company’s Quarterly Financial Report as of March 31, 2012 [Docket No. 29731], the LBHI Tax Group received a private letter ruling from the IRS in connection with the Plan going effective that stated (i) the liquidation of the Debtors for U.S. federal income tax purposes may occur over an extended period, and (ii) the reduction of the LBHI Tax Group’s NOLs as a result of the discharge of debt pursuant to the Plan generally would not occur until completion of the liquidation.
In January 2020, the Company received a supplemental IRS ruling extending the original ruling relating to the Company’s liquidation. All remaining Debtor NOLs not previously utilized to absorb taxable income of the LBHI Tax Group are expected to be fully utilized to offset income resulting from the discharge of debt on the final date of liquidation of the Debtors.
Page 20
Quarterly Financial Report as of April 1, 2021 (Unaudited)
Note 8 – Subsequent Events
LBSF Wind Down
On May 27, 2021, LBHI, as Plan Administrator, filed a motion with the Bankruptcy Court for a final decree to close the LBSF Chapter 11 case (see Docket No. 61141).
Page 21
IV. Balance Sheets
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and LBHI-Controlled Entities
Balance Sheets As of April 1, 2021
(Unaudited)
($ in millions) | Lehman Brothers Holdings Inc. 08-13555 | Lehman Brothers Special Financing Inc. 08-13888 | Total Debtor Entities (1) | Total LBHI- Controlled Entities (2) | ||||||||||||
Assets | ||||||||||||||||
Cash and short-term investments | $ | 49 | $ | 0 | $ | 49 | $ | 51 | ||||||||
Cash and short-term investments pledged or restricted | 122 | — | 122 | 2 | ||||||||||||
Financial instruments and other inventory positions: | ||||||||||||||||
Commercial Real Estate | 3 | 0 | 3 | — | ||||||||||||
Residential Real Estate and Other | 1 | (0 | ) | 1 | 0 | |||||||||||
Principal investments | 6 | (0 | ) | 6 | 37 | |||||||||||
Derivative Receivables and Related Assets | 3 | 0 | 3 | — | ||||||||||||
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Total Financial instruments and other inventory positions | 12 | 0 | 12 | 37 | ||||||||||||
Receivables from Debtors and LBHI-Controlled Entities and other assets | 47 | (0 | ) | 47 | 5 | |||||||||||
Investments in Affiliates | (2,137 | ) | (0 | ) | (2,137 | ) | (0 | ) | ||||||||
Due from Affiliates: | ||||||||||||||||
Debtors and LBHI-Controlled Entities | 8,684 | 0 | 8,684 | (0 | ) | |||||||||||
Non-Controlled Affiliates | 12,167 | (0 | ) | 12,167 | 6,164 | |||||||||||
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Total Due from Affiliates | 20,851 | (0 | ) | 20,851 | 6,164 | |||||||||||
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Total Assets | $ | 18,945 | $ | 0 | $ | 18,945 | $ | 6,258 | ||||||||
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Liabilities and Stockholders’ Equity | ||||||||||||||||
Liabilities | ||||||||||||||||
Payables to Debtors and LBHI-Controlled Entities and other liabilities | $ | 12 | $ | — | $ | 12 | $ | 5 | ||||||||
Due to Affiliates: | ||||||||||||||||
LBHI-Controlled Entities | $ | — | — | — | 8,387 | |||||||||||
Non-Controlled Affiliates | 0 | — | 0 | 2 | ||||||||||||
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Total Due to Affiliates | 0 | — | 0 | 8,389 | ||||||||||||
Taxes Payable | 18 | (0 | ) | 18 | 5 | |||||||||||
Liabilities Subject to Compromise | 130,371 | 0 | 130,371 | — | ||||||||||||
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Total Liabilities | 130,401 | 0 | 130,401 | 8,399 | ||||||||||||
Stockholders’ Equity | (111,456 | ) | (0 | ) | (111,456 | ) | (2,140 | ) | ||||||||
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Total Liabilities and Stockholders’ Equity | $ | 18,945 | $ | 0 | $ | 18,945 | $ | 6,258 | ||||||||
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See accompanying Notes to Balance Sheets
Note: All values that are exactly zero are shown as “—”. Values between zero and $500,000 appear as “0”.
| (1) | Balances for Debtors do not reflect the impact of eliminations of intercompany balances and investments in subsidiaries. |
| (2) | Balances for LBHI-Controlled Entities reflect the impact of eliminations of (i) intercompany balances only between LBHI-Controlled Entities and (ii) investments in subsidiaries only between LBHI-Controlled Entities. |
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