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Bankruptcy Court Determines Issue of First Impression – Holds That Recovery Under Section 550 is Not Capped by The Amount of Creditor Claims

PAH Litigation Trust v. Water Street Healthcare Partners, L.P. (In re Physiotherapy Holdings, Inc.), Adv. Proc. No. 15-51238 (KG), 2017 WL 5054308 (Bankr. D. Del. Nov. 1, 2017)

On cross-motions for partial summary judgment, the Delaware Bankruptcy Court was confronted with a complex issue of first impression in the Third Circuit – whether damages in a fraudulent transfer action are capped to permit creditors to receive only the amount of their claims. Competing interests made the decision difficult.  On the one hand, there are numerous decisions outside of the Third Circuit holding that there is no cap on fraudulent transfer claim damages.  On the other hand is the bankruptcy premise that creditors are not entitled to receive more than their unpaid claims; “[w]indfalls and punitive damages are not bankruptcy concepts.”

While the issue before the Bankruptcy Court was a legal one, some factual background is instructive.  Prior to bankruptcy, Court Square Capital Partners II, L.P. (“Court Square”) paid $510 million to acquire Physiotherapy Holdings, Inc. (“Physiotherapy” or the “Debtors”) from Water Street Healthcare Partners, L.P. and Wind Point Partners IV, L.P. (collectively, “Defendants”) based on allegedly fraudulent financial statements and other misrepresentations.  The sale was structured as a leveraged buyout (“LBO”) financed by an equity investment and over $300 million in debt, $210 million of which was issued to certain noteholders (the “Noteholders”) in the form of senior unsecured notes (the “Senior Notes”).  Upon closing, the Debtors incurred hundreds of millions of dollars in debt and distributed $248.6 million of the sale proceeds to Defendants in exchange for their interests in the company.  The Debtors subsequently defaulted on the Senior Notes and filed bankruptcy.

Under the Debtors’ confirmed joint prepackaged plan of reorganization (the “Plan”), among other things, a Litigation Trust was established and the Noteholders were given an allowed claim of $210 million (the “Senior Notes Claims”), which was satisfied as follows: (i) pro rata share of new common stock (the “Equity Interest”) and (ii) pro rata share of 50% of the Litigation Trust recoveries.  The remaining 50% interest in Litigation Trust recoveries was allocated to Court Square, whose equity was eliminated.  The Plan valued the Equity Interest received by the Noteholders at 40.3% of the Senior Notes Claims, or $84.63 million.

Following confirmation, the Litigation Trust commenced an adversary proceeding for actual fraudulent transfer under section 548 of the Bankruptcy Code and constructive fraudulent transfer under the Pennsylvania Uniform Fraudulent Transfer Act to recover the funds that Defendants received in connection with the Court Square sale.  Shortly thereafter, Select Medical Corporation (“Select Medical”) acquired the reorganized Debtors for $421 million in cash, and the Noteholders received approximately $282 million as a result of their Equity Interest.

While the parties attempted to resolve the proceeding through mediation, they reached an impasse over damages.  The Litigation Trust believed that it was entitled to recover the full amount of the allegedly fraudulent transfers – i.e. the $248.6 million that Defendants received in the LBO.  Defendants argued that this amount far exceeded the actual losses of the Noteholders (the only unpaid creditors) given the $282 million consideration that the Noteholders received in connection with the Select Medical sale.  According to Defendants, the Select Medical sale foreclosed any recovery by the Litigation Trust because, among other things, fraudulent transfer laws are remedial and designed to restore creditors to their positions immediately prior to the fraudulent transfers.  Given the vast difference between the parties, the Bankruptcy Court was asked for a quick decision on the cross-motions so that settlement discussions could continue. In rendering the decision, The Honorable Judge Gross did not decide the accounting manipulations and financial misrepresentations alleged in the Complaint, but assumed the truth of the allegations.

Relying on non-binding decisions from other circuits, as well as the United States Supreme Court’s decision in Moore v. Bay, 284 U.S. 4 (1931), the Bankruptcy Court granted partial summary judgment in favor of the Litigation Trust, finding that a recovery under section 550 of the Bankruptcy Code is not capped by the amount of creditor claims.  In other words, a trustee may avoid a transfer beyond the extent necessary to satisfy creditors’ claims.  Section 550 of the Bankruptcy Code permits a trustee to recover avoidable transfers “for the benefit of the estate”, which, according to the Bankruptcy Court, is not synonymous with the benefit of creditors.  Rather, “‘[e]state’ means ‘all legal or equitable interests of the debtor in property as of the commencement of the case.’”  Thus, for the Bankruptcy Court, the “estate” is more than the interest of creditors and, indeed, here, Court Square (a former equityholder) stands to receive 50% of the Litigation Trust recoveries.

Applying this newfound rule of law to the facts of the case, the Bankruptcy Court held that the Litigation Trust’s recovery is not capped as a result of the amounts the Noteholders received in the Select Medical sale, and that contrary to the Defendants’ belief, this holding would not result in a windfall to the Noteholders if the Litigation Trust prevailed in the proceeding.  Absent bankruptcy, the Noteholders would have received over $470 million including interest on account of their claims.  As set forth in the Plan, the Noteholders agreed to an allowed claim in the reduced amount of $210 million and took a risk by also accepting equity.  Thus, the Court held that the Noteholders are entitled to the benefit of their risk taking (i.e. the appreciation of their Equity Interest), and that any other result would allow Defendants to keep all of the money transferred, which would be inequitable if Defendants are in fact liable.