Energy Future Intermediate Holding Co. LLC v. UMB Bank, N.A. (In re Energy Future Holdings Corp.)

531 B.R. 499, 2015 Bankr. LEXIS 1948
CourtUnited States Bankruptcy Court, D. Delaware
DecidedJune 15, 2015
DocketCase No. 14-10979 (CSS) (Jointly Administered); Adv. Pro. No: 14-51002 (CSS)
StatusPublished
Cited by1 cases

This text of 531 B.R. 499 (Energy Future Intermediate Holding Co. LLC v. UMB Bank, N.A. (In re Energy Future Holdings Corp.)) 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
Energy Future Intermediate Holding Co. LLC v. UMB Bank, N.A. (In re Energy Future Holdings Corp.), 531 B.R. 499, 2015 Bankr. LEXIS 1948 (Del. 2015).

Opinion

OPINION1

Sontchi, J.

INTRODUCTION2

Before the Court is the defendant’s3 motion to dismiss (“Motion to Dismiss”) the Complaint for lack of subject matter jurisdiction alleging that the plaintiffs-EFIH Debtors have presented no case or controversy in the Complaint, and thus, the issues are not ripe for adjudication. The EFIH Debtors’ complaint (the “Complaint”) seeks declaratory judgment related to prepayment penalties and post-petition interest in connection with the repayment of the PIK Notes. The Trustee seeks dismissal of the Complaint because the EFIH Debtors have not paid the PIK Notes and the circumstances of such payment, if any, cannot be known at this time; thus, the Trustee asserts that the Complaint is not ripe.

The Court, herein, grants the Motion to Dismiss as there are too many unknown factors relating to the repayment of the PIK Notes to determine whether prepayment penalties and post-petition interest would be due under the terms of the PIK Note Indenture. However, nothing herein prevents the EFIH Debtors from objecting to the proof of claim filed by the Trustee on behalf of the PIK Notes, which asserts claims for prepayment penalties and post-petition interest.

FACTS

A. Current Status of Debtors’ Chapter 11 Cases 4

i. General Background

On April 29, 2014, Energy Future Holdings Corp. (“EFH”) and its affiliates (collectively, the “Debtors”), including Energy [502]*502Future Intermediate Holding Company LLC and EFIH Finance Inc. (together, the “EFIH Debtors”), filed voluntary petitions with the United States Bankruptcy Court for the District of Delaware under chapter 11 of title 11 of the United States Code.

On May 13, 2014, the Office of the Unites States Trustee established an official committee of unsecured creditors to represent the interests of the unsecured creditors of Texas Competitive Holdings Company EEC (“TCEH”) and certain affiliates (the “T-side Committee”).5 Thereafter, on October 27, 2014, the- United States Trustee formed a statutory committee of unsecured creditors for Energy Future Holdings Corp. and various affiliates (the “E-side Committee”).6

ii. Oncor Sale

Thereafter, the Debtors sought bidding procedures to sell the Debtors’ economic interest in Oncor Electric Delivery Company LLC (“Oncor”). After revision, the Court approved the bidding procedures.7 Based on the schedule contained in the Oncor bidding procedures, the value of the winning bid for Oncor (if approved) will not be resolved until, at the earliest, late June 2015. As the Oncor sale process has not been completed, the sale structure and value obtained at the same is unknown to the Debtors.

iii. Plan Process

Prior to the petition date, the Debtors negotiated a Restructuring Support Agreement (“RSA”) with several parties that laid out an exit strategy and plan structure for the Debtors’ cases. The RSA provided that the PIK Notes would be paid in full, subject to various limitations. However, the Debtors ultimately withdrew from the RSA.

Thereafter, the Court extended the exclusive period for the Debtors to file a plan through and including October 29, 2015, and the exclusive period to solicit until December 29, 2015.8 On February 11, 2015, the Debtors distributed a Draft Global Term Sheet (“Draft Term Sheet”) to their creditors which embodied the proposed terms of a plan of reorganization involving all of the Debtors. On April 14, 2015, the Debtors filed a proposed plan and disclosure statement.9 The Draft Term Sheet, as well as the proposed plan, propose to pay general unsecured claims against the EFIH Debtors (including the PIK Notes) an amount equal to at least principal and accrued but unpaid prepetition interest. The Debtors assert that the PIK Notes will be paid; however, the only [503]*503factual questions are the amount of the PIK Notes claim and the form of such repayment. The PIK Notes disagree with the Debtors regarding the open factual issues regarding payment of the PIK Notes and believe the following facts are yet unknown: (i) the resolution of any intercompany claims between the T-side and E-side;10 (ii) the terms required by the first lien creditors of TCEH to consent to and participate in a transaction premised upon the Debtors’ optimal tax-free spin structure; and (iii) the length of time that the- EFIH Debtors remain in bankruptcy.

iv. EFIH First and Second Fien Adversary Complaints

The Debtors are presently engaged in adversary proceedings with the trustees for the EFIH Debtors’ first hen11 and second lien12 notes over, among other things, the respective trustee’s entitlement to payment of prepayment premiums in connection with the repayment — or potential repayment — of their debt.

a. First Lien Adversary Action

The EFIH Debtors have redeemed all of the EFIH first hen debt (“First Lien Notes” held by the “First Lien Notehold-ers” and governed by the “First Lien Indenture”). Thus, the Court heard arguments from the First Lien Notes and the EFIH Debtors regarding prepayment premiums (also referred to herein as “make-whole payments”), among other things, and issued an opinion related thereto.13 The Court held that when the EFIH Debtors filed for bankruptcy, the First Lien Notes automatically accelerated and became due and payable immediately.14 However, the acceleration of the First Lien Notes was not voluntary, as a result, any payment of the First Lien Notes was not a voluntary prepayment under the optional redemption provision of the First Lien Indenture and did not trigger payment of any make-whole payment.15 Thus, the Trustee under the First Lien Indenture was not entitled to a make-whole payment. However, the Court then held that the First Lien Noteholders had an absolute right to rescind the automatic acceleration of the First Lien Notes;16 however, the rescission was barred by the automatic stay.17 The Court subsequently held a trial on the Trustee for the First Lien Notes’ motion for relief from the automatic stay on April 20-22, 2015. At the conclu[504]*504sion of the stay relief trial, the Court requested additional briefing by the parties and took the matter under advisement.

b. Second Lien Adversary Action

The Trustee for the second lien notes (the “Second Lien Notes” held by the “Second Lien Noteholders” and governed by the “Second Lien Indenture”) filed an adversary action seeking damages for a make-whole premium due in connection with the partial paydown of the Second Lien Notes, as well as a declaration that other amounts are due in connection with the Second Lien Notes and any future make-whole that may become due in connection with any subsequent redemption of the Second Lien Notes. A partial pay-down of a portion of the Second Lien Notes occurred on March 11, 2015, which makes it distinguishable from the PIK Notes (which have not been paid-down or redeemed).

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Related

In re Energy Future Holdings Corp.
540 B.R. 96 (D. Delaware, 2015)

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Bluebook (online)
531 B.R. 499, 2015 Bankr. LEXIS 1948, Counsel Stack Legal Research, https://law.counselstack.com/opinion/energy-future-intermediate-holding-co-llc-v-umb-bank-na-in-re-energy-deb-2015.