AI Int'l Holdings (BVI) Ltd. v. MUFG Union Bank, N.A. (In re Weinstein Co. Holdings, LLC)

595 B.R. 455
CourtUnited States Bankruptcy Court, D. Delaware
DecidedDecember 20, 2018
DocketCase No. 18-10601 (MFW) (Jointly Administered); Adv. No. 18-50486
StatusPublished
Cited by1 cases

This text of 595 B.R. 455 (AI Int'l Holdings (BVI) Ltd. v. MUFG Union Bank, N.A. (In re Weinstein Co. Holdings, LLC)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
AI Int'l Holdings (BVI) Ltd. v. MUFG Union Bank, N.A. (In re Weinstein Co. Holdings, LLC), 595 B.R. 455 (Del. 2018).

Opinion

Mary F. Walrath, United States Bankruptcy Judge

Before the Court is the Motion for Summary Judgment filed by MUFG Union Bank ("MUFG") and UnionBanCal Equities ("UBE") (collectively the "Defendants") on the complaint filed by AI International Holdings, Ltd. (the "Plaintiff") requesting a determination that the Defendants' claims and liens are invalid, in *458whole or in part. The Defendants contend that they are entitled to summary judgment because (1) the Plaintiff's claims are barred by res judicata and (2) the Plaintiff does not allege facts establishing it has an injury in fact to support standing to challenge the extent, validity, or amount of the Defendants' secured claims. For the reasons discussed below, the Court will deny the Defendants' Motion for Summary Judgment.

I. FACTUAL BACKGROUND

On March 19, 2018 (the "Petition Date"), The Weinstein Company Holdings, LLC, and its affiliates (collectively, the "Debtors"), filed for relief under chapter 11 of the Bankruptcy Code. The Weinstein Company Holdings ("Holdings") is the parent company of Weinstein Television, LLC ("TV"), The Weinstein Company, LLC ("Company"), and TWC Borrower 2016, LLC ("Borrower 2016"). Weinstein Global Film Corporation ("Global Film") and TWC Domestic, LLC ("Domestic") are subsidiaries of Company. The Plaintiffs lent $45 million to Borrower 2016, which was secured by Company's interests in the stock of Global Film, by Global Film's interest in distribution and exploitation rights to certain Foreign Film Collateral, and by Holdings' membership interests in TV. The Plaintiff filed proofs of claim asserting a secured claim in excess of $46 million.

The Defendant MUFG is the administrative agent under a pre-petition credit agreement between MUFG and Domestic, which was guaranteed by Company. Domestic scheduled MUFG as a secured creditor with a claim of approximately $156 million; Company scheduled MUFG as a secured creditor in an unknown amount. UBE is the administrative agent of a pre-petition security agreement with Domestic, which scheduled it as a secured creditor in the amount of approximately $15 million. Neither MUFG nor UBE have filed any proofs of claim.

The Court entered a final order authorizing the Debtors to obtain post-petition financing on April 19, 2018 (the "Final DIP Order"). (Adv. D.I. 1-13, Ex. M.) The Final DIP Order authorized a DIP loan of up to $25 million between the Debtors and MUFG, as administrative agent for itself and the other DIP lenders. The Final DIP Order also allowed all non-debtor parties in interest seventy-five "days from the petition date to investigate the validity, perfection and enforceability of the Pre-Petition Liens and the Pre-Petition Obligations ... and to assert any other claims or causes of action against the Pre-Petition Secured Parties or UBE Secured Parties." (Id. at ¶ 16.) The Order stated that "nothing contained in the DIP Loan Documents or this Final Order shall be deemed to confer standing on any party-in-interest to commence a challenge" of the Defendants' claims. (Id. ) The Order also allowed the Defendants to receive the proceeds of the sale of the Debtors' assets "subject to disgorgement to the extent any Challenge asserted in accordance with the terms of this Final Order is ultimately sustained by the Court." (Id. at ¶ 28.)

Early in the case, the Debtors sought approval to sell substantially all of their assets to Lantern Capital ("Lantern") for $310 million. (APA Ex. P, Adv. D.I. 1-16.) On April 6, 2018, the Court approved the Debtors' proposed bidding procedures, but when no overbid was received, the Court entered a Sale Order on May 9, 2018, confirming the sale to Lantern.

On June 2, 2018, the seventy-fifth day from the Petition Date, the Plaintiff filed an adversary complaint objecting to the Defendants' claims and seeking, inter alia, a determination of the extent of the Defendants'

*459security interests.2 11 U.S.C. § 506(a). The Defendants filed an answer on August 27, 2018, and a Motion for Summary Judgment on September 7, 2018. The Plaintiff filed a response to the Motion on October 5, 2018. A notice of completion of briefing was filed on October 31, 2018. The matter is ripe for decision.

II. JURISDICTION

The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157(K), (N), (O) and 1334. Further, this proceeding requires the interpretation and enforcement of certain terms of the Sale Order and the Final DIP Order previously entered in this case. "Bankruptcy courts have subject matter jurisdiction to interpret and enforce their own orders." In re Insilco Techs., Inc., 351 B.R. 313, 319 (Bankr. D. Del. 2006) (citing In re Allegheny Health, Education and Research Foundation, 383 F.3d 169, 175-76 (3d Cir.2004) ). Thus, the Court has subject matter jurisdiction to hear and determine the issues raised by the Motion for Summary Judgment.

III. DISCUSSION

A. Legal Standard

Pursuant to Rule 56(a) of the Federal Rules of Civil Procedure, summary judgment is appropriate when the "movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c) ; Fed. R. Bankr. P. 7056. A genuine dispute of material fact exists where a reasonable jury could return a verdict in the non-moving party's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The Court should view the facts in the light most favorable to the non-moving party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Yellow Corporation
D. Delaware, 2024

Cite This Page — Counsel Stack

Bluebook (online)
595 B.R. 455, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ai-intl-holdings-bvi-ltd-v-mufg-union-bank-na-in-re-weinstein-co-deb-2018.