Official Committee of Unsecured Creditors of Allied Systems Holding, Inc. v. Yucaipa American Alliance Fund I, LP (In re Allied Systems Holding, Inc.)

524 B.R. 598, 2015 Bankr. LEXIS 256, 60 Bankr. Ct. Dec. (CRR) 150
CourtUnited States Bankruptcy Court, D. Delaware
DecidedJanuary 28, 2015
DocketCase No. 12-11564 (CSS) (Jointly Administered); Adv. Proc. No.: 13-50530 (CSS)
StatusPublished
Cited by5 cases

This text of 524 B.R. 598 (Official Committee of Unsecured Creditors of Allied Systems Holding, Inc. v. Yucaipa American Alliance Fund I, LP (In re Allied Systems Holding, Inc.)) 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
Official Committee of Unsecured Creditors of Allied Systems Holding, Inc. v. Yucaipa American Alliance Fund I, LP (In re Allied Systems Holding, Inc.), 524 B.R. 598, 2015 Bankr. LEXIS 256, 60 Bankr. Ct. Dec. (CRR) 150 (Del. 2015).

Opinion

OPINION

Sontchi, J.

INTRODUCTION

Before the Court are several motions that raise two issues:

1. Are plaintiffs claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty against Mark Gendregske, the Debtor’s Chief Executive Officer and a member of its board of directors, core proceedings under 28 U.S.C. § 157(b)?

2. Should the Court strike Mr. Gen-dregske’s jury demand?

For the reasons set forth below, the Court concludes that plaintiffs claims asserted against Mr. Gendregske in the Amended Complaint are non-core proceedings because they are not on the list of core proceedings in 28 U.S.C. § 157(b), and the claims do not invoke a substantive right provided by title 11, nor do the claims arise only in the context of a bankruptcy case. In addition, the Court will deny plaintiffs motion to strike Mr. Gen-dregske’s jury demand because the relief sought against Mr. Gendregske in the Amended Complaint is for compensatory monetary damages and is legal in nature, rather than equitable.

JURISDICTION AND VENUE

This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.

[601]*601STATEMENT OF FACTS

A. Chapter 11 Proceedings

On May 17, 2012, involuntary petitions were filed in this Court by BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd., and Spectrum Investment Partners LP (collectively, the “Petitioning Creditors”) against Allied Systems Holdings, Inc. (“Allied”) and its subsidiary Allied Systems, Ltd. (L.P.) (“Systems”) under Chapter 11 of the Bankruptcy Code. On June 10, 2012, the remaining debtors (together with Allied and Systems, the “Debtors”) filed voluntary petitions in this Court and, in connection therewith, Allied and Systems consented to the involuntary petitions filed against them. The Debtors’ cases are being jointly administered.

The Office of the United States Trustee has appointed an official committee of unsecured creditors (the “Committee”). On February 1, 2013, the Committee, on behalf of the Debtors, commenced an adversary proceeding by filing a complaint against Mr. Gendregske, among others. On March 21, 2013, the Court entered an order granting the Committee standing to prosecute the claims in this Adversary Proceeding.1 The claims against Mr. Gen-dregske are for breach of fiduciary duty and aiding and abetting breach of fiduciary duty.

B. The Committee’s Claims Against Mr. Gendregske2

Mr. Gendregske is the chief executive officer and a director of Allied. In May 2007, Allied emerged from its first bankruptcy filled in the Northern District of Georgia and, as a result of certain terms in the plan of reorganization, Yucaipa3 appointed Mr. Gendregske as CEO of Allied and as a member of its board of directors. In addition, Yucaipa converted its debt under certain unsecured notes for a super-majority of Allied’s equity.

To finance its emergence, Allied obtained two credit facilities: (i) a $265 million senior secured first priority credit facility (the “First Lien Credit Facility”) as evidenced by the First Lien Credit Agreement,4 and (ii) a $50 million second lien credit facility (the “Second Lien Credit Facility”).5 Shortly after emergence, Al-[602]*602bed’s business began faltering. By March 2008, Allied’s board was advised that it would likely default under its financial covenants, and its auditors would issue a going concern opinion causing further defaults under the First Lien Credit Facility.

To address these concerns, Yucaipa advised the board it would be willing to acquire certain of the debt outstanding under the First Lien Credit Facility and the Second Lien Credit Facility and to contribute that debt to Allied’s capital. However, under the terms of both the First Lien Credit Agreement and the Second Lien Credit Agreement, Yucaipa as the “Sponsor” was prohibited from acquiring any of the debt or becoming a “Lender” as defined in the Agreements. Yucai-pa negotiated certain amendments to the First Lien Credit Agreement and the Second Lien Credit Agreement to permit it to acquire the debt.

The Third Amendment, while allowing Yucaipa to purchase loans, imposed restrictions on Yucaipa. These restrictions included, among other things: (i) a cap on the amount of debt Yucaipa could acquire; (n) a requirement that 50% of any Term Loans acquired be contributed to Allied’s capital; and (iii) an absolute prohibition of Yucaipa voting that debt in respect of any matter submitted to the First Lien Lenders for a vote. Allegedly, Yucaipa never acquired any debt under the terms of the Third Amendment.

Instead, Yucaipa planned to purchase more than 50% of the debt under the First Lien Credit Facility and take control of the First Lien Credit Facility as the “Requisite Lender.”6 Yucaipa launched a tender offer to purchase the debt from the First Lien Lenders conditioned on any selling First Lender executing a forpi of Fourth Amendment that would remove all of the restrictions under the Third Amendment. The tender offer failed, and Cqm-Vest Investment Partners III, L.P. (“Com-Vest”) acquired enough of the debt under the First Lien Credit Facility to become the Requisite Lender.

ComVest, as the Requisite Lender, insisted Yucaipa and Allied pursue a restructuring or sale of Allied. Yucaipa and the Allied board, including Mr. Gendregske, refused. Yucaipa, with the knowledge and approval of the Allied board, pursued ComVest to purchase its debt. Yucaipa caused the Allied board to default on an interest payment due to the First Lien Lenders, even though Allied had sufficient liquidity to make the interest payment, to increase leverage and prompt ComVest into a sale.

Yucaipa entered into an agreement with ComVest to acquire all of ComVest’s obligations. Yucaipa caused Allied to enter into a purported Fourth Amendment with ComVest to remove all of the restrictions imposed on Yucaipa’s acquisition, ownership, arid voting of obligations under the First Lien Credit Agreement as amended through the Third Amendment. This purported Fourth Amendment arguably made Yucaipa eligible to be the Requisite Lender under the First Lien Credit Agreement. The Purported Fourth Amendment bene-fitted only Yucaipa, not Allied. No First Lien Lenders, other than ComVest, con[603]*603sented to the Purported Fourth Amendment or were asked to consent.

Mr. Gendregske, as CEO and an independent director, approved Allied’s execution of the purported Fourth Amendment.

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524 B.R. 598, 2015 Bankr. LEXIS 256, 60 Bankr. Ct. Dec. (CRR) 150, Counsel Stack Legal Research, https://law.counselstack.com/opinion/official-committee-of-unsecured-creditors-of-allied-systems-holding-inc-deb-2015.