Trust Indenture Act and Involuntary Restructurings: Impact of Marblegate and Caesars Bankruptcy Litigation

Navigating Obligor and Bondholder Rights, Implications for the 144A-for-Life Market

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, April 25, 2017
Recorded event now available


This CLE webinar will discuss the emergence and subsequent limitation of the Trust Indenture Act (TIA) as a tool for objecting bondholders to challenge restructuring outside of bankruptcy. The program will examine the Marblegate and Caesars Entertainment cases, the Second Circuit’s very recent reversal of the District Court’s decision in Marblegate, and how these decisions will ultimately impact bondholders and indenture trustees in out-of-court restructurings.

Description

In two New York Federal District Court cases, Marblegate Asset Mgmt. v. Education Mgmt. and MeehanCombs Global Credit Opportunities Funds v. Caesars Entertainment, unsecured bondholders successfully challenged out-of-court restructuring plans which effectively forced the bondholders to either convert their debt into equity, or receive nothing. The bondholders alleged that the plans impaired their practical right to receive payments without their consent, in violation of Section 316(b) of the TIA.

The District Courts in Marblegate and Caesars interpreted Section 316(b) of the TIA broadly, giving minority bondholders a powerful tool to prevent out-of-court restructurings and hamper the ability of obligors and senior creditors to negotiate debt restructuring outside of a bankruptcy proceeding.

On January 17, 2017, however, the Second Circuit (in a split decision) reversed the District Court's judgment in Marblegate. The majority interpreted Section 316(b) of the TIA narrowly, holding that the statute did not prohibit the transaction in that case, because it (a) did not amend "core" payment terms of the indenture (i.e., the amount of principal and interest owed and the date of maturity), and (b) did not prevent dissenting bondholders from initiating suit to collect payments. However, the dissenting judge concluded that Section 316(b) of the TIA would preclude out-of-court restructurings that are “collusively engineered” to ensure that minority bondholders receive no payment.

These rulings also have implications for the 144A-for-life market, as those indentures typically have provisions similar to that mandated by Section 316(b). Courts may interpret 144A indenture provisions in a similar way, even if the statutory scheme underlying these indenture provisions are different than that of the TIA.

Listen as our authoritative panel of bankruptcy attorneys analyzes the use of TIA by objecting bondholders to challenge the obligor’s attempt to restructure debt outside of bankruptcy. The panel will discuss the initial Marblegate and Caesars Entertainment rulings, Marblegate’s partial reversal, the impact of TIA on creditors and debtors, and how the TIA and court rulings may impact out-of-court restructurings going forward.

Outline

  1. Review of Section 316(a) of the Trust Indenture Act
  2. Review of the Marblegate and Caesars Entertainment decisions in the District Courts
  3. Analysis of the Second Court panel’s majority opinion and dissent in Marblegate
  4. Impact of the Second Circuit’s Marblegate decision on out-of-court restructuring of public debt
  5. Implications for the 144A-for-life market

Benefits

The panel will review these and other key issues:

  • Why hasn’t TIA been invoked by minority creditors with more frequency?
  • What is the effect of the Second Circuit’s recent reversal of the District Court’s Marblegate decision?
  • What are the implications for out-of-court restructurings going forward? Can TIA still be a tool for bondholders?

Faculty

Harald Halbhuber, Partner
Shearman & Sterling, New York

Mr. Halbhuber’s practice focuses on complex corporate finance transactions. In addition to representing issuers and underwriters in IPOs and in high yield and investment grade debt financing, he has experience in restructuring and liability management transactions and has represented buyers and sellers in M&As. Mr. Halbhuber also regularly advises public companies with respect to corporate governance and ongoing reporting.

Michael J. Riela, Partner
Tannenbaum Helpern Syracuse & Hirschtritt, New York

With more than 15 years of experience, Mr. Riela advises companies on complex restructuring, distressed M&A, loan transactions and bankruptcy related litigation matters. He has in-depth experience in advising clients on corporate and real estate bankruptcies, workouts, Chapter 11 and Chapter 7 bankruptcy cases, debtor-in-possession and bankruptcy exit loan facilities, secondary market trading of distressed debt and trade claims, Section 363 sales and bankruptcy retention, and fee agreements and disputes.

Fredric Sosnick, Partner
Shearman & Sterling, New York

Mr. Sosnick is the Practice Group Leader of the firm’s Financial Restructuring & Insolvency Group. He has extensive experience representing debtors, official creditors’ committees, lender groups, DIP lenders, and creditors and acquirers of assets in large and complex domestic and international out-of-court restructurings and U.S. Chapter 11 cases. 


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Bankruptcy Law Advisory Board

Mark N. Berman

Adjunct Professor

Northeastern University

Michael E. Foreman

Partner

ForemanLaw

Matthew Gensburg

Shareholder

Greenberg Traurig

Brian E. Greer

Partner

Dechert

Douglas Lipke

Shareholder

Vedder Price

Victor Milione

Partner

Nixon Peabody

Steven B. Smith

Senior Consultant

JND Corporate Restructuring

Michael Solow

Partner

Kaye Scholer

Robert A. Weber

Counsel

Skadden Arps Slate Meagher & Flom

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