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In re LCI Holding Co. Inc.

United States District Court, District of Delaware

March 11, 2014

In re LCI HOLDING COMPANY, INC., et. al., Debtors.
v.
LCI HOLDING COMPANY, INC., et. al., Appellees. UNITED STATES OF AMERICA, Appellant, Bk. No. 12-13319 KG

MEMORANDUM

At Wilmington this 10th day of March, 2014, having reviewed the materials submitted in connection with appellant's appeal and motion to stay, the court concludes that said motions[1] are denied and the appeals[2] are dismissed, for the reasons that follow:

1. Background.

On December 11, 2012 (the "petition date"), LCI Holding Company, Inc. and certain of its subsidiaries, including LifeCare Holdings, Inc. (collectively the "debtors"), filed petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "bankruptcy court"). (D.I. 22 JA0001-0003) The request for joint administration of the cases was granted. In re LCI Holding Company, Inc., Case No. 12-13319-KG. (Id. at JA0003)

2. On the petition date, the debtors filed a motion seeking, among other things, to sell substantially all of their assets.[3] (Id. at JA0001) The debtors and their advisors conducted an extensive marketing process beginning in June 2012. (Id. at JA0004-5) However, during the prepetition marketing process, the only bid received for debtors' assets was a credit bit made by Hospital Acquisition LLC (the "purchaser"). (Id. at JA0006) Thereafter, the postpetition marketing process was conducted consistent with the bankruptcy court's approved bidding procedures. (Id. at JA0376-0377) The debtors did not receive any other bids. The scheduled auction was cancelled and the purchaser was selected by default as the successful bidder. (Id. at JA0372)

3. On April 4, 2013, the bankruptcy court held a hearing to consider, among other things, the debtors' sale motion. (Id. at JA0416) Appellant United States, on behalf of the Internal Revenue Service, filed opposition and argued against sale at the hearing. Appellant's objection to the sale was "that no provision was made for the payment of any part of the substantial tax liability that [would] accrue as a result of this sale, despite the fact that provisions [were] made for payment of other claims, both other administrative claims that would be junior, including those of unsecured creditors." (Id. at JA0438 - 0439) Moreover, appellant asserted that the provisions of the proposed sale conflicted with the provisions of 11 U.S.C. § 1129. (Id. at JA0439) Appellant requested that, if the sale were approved, the court order the pro rata distribution of administrative claims.

4. At the close of the hearing, the bankruptcy court overruled appellant's objections and entered the order authorizing the sale (the "sale order") of debtors' assets, including all of the debtors' cash, to the purchaser pursuant to an Asset Purchase Agreement, dated December 10, 2013 (the "APA"). {Id. at JA0518) In so doing, the bankruptcy court concluded:

The fact of the matter is that I have to analyze this under Section 363 today, that we're not here on a confirmation of a plan. We're here on a sale of all of substantially all of the assets. It is not unfamiliar to this court that a case proceed this way. Your situation is unusual., but looking at this motion, I do see a sound business purpose. Not just the continuation of these businesses as a going concern, not just the importance of it to the patients and to the communities in which these hospitals exist and do business, but there is an assumption of operating liabilities. There are a number of sound business purposes. And as far as the other tests that we analyze in a sale it has clearly been proposed in good faith. There is no motion to dismiss or convert these cases. And I think that it is in the - certainly in the best interests of debtors' estate that the court approve the sale, and I'm going to approve the sale, and what will happen in your case to your claim-there may be some remedies that you will be able to perceive in the coming days that I don't want to be suggesting, but you will be, at some point, a claimant, and can pursue your remedies as such.

(Id. at JA0466-0467)

5. On April 17, 2013, appellant appealed the sale order entered on April 4, 2013.[4] (Id. at JA0643) On April 22, 2013, appellant filed a motion for a stay of the sale order to the "extent necessary to continue to stay disbursement of the escrowed funds set forth in the APA, and, if the proposed settlement with the unsecured creditors [were] approved, to add those settlement funds to the escrow."[5] (Id. at JA0650)

6. On May 28, 2013, the bankruptcy court held a hearing to consider, among other matters, appellant's objections to the sale order and the terms of the settlement. (Id. at JA069) The bankruptcy court rejected appellant's arguments, finding that the settlement proceeds were not property of the debtors' estate. (Id. at JA0765) Although the court granted the motion to approve settlement, the parties agreed that the funds (sought by appellant) would be held in trust until the hearing on the stay motion.[6] (Id. at JA0768) Appellant filed an appeal of this second bankruptcy court's order.[7]

7. On June 11, 2013, the bankruptcy court held a hearing on appellant's motion to stay, which was opposed. (Id. at JA0785) Appellant asserted that if the appeals were successful then it would be entitled to a portion of its administrative claim. (Id. at JA0792) Following extensive argument, the court concluded that appellant failed to satisfy the requirements for a stay. More specifically:

Well, I think the issue again turns on - it begins and it ends with the court's determination that these funds are not property of the estate, and there's been no proof to the contrary [as was pointed out] that we had oversecured creditors who, therefore, weren't entitled to all of the funds that they received with the estate for distribution in accordance with - the bankruptcy code. That is not the case we have here. This was a contract, and the funds belong to the purchasers not to the debtor's estate. And as a consequence, the first and probably most important factor that a court must weigh in determining whether or not to grant a stay has not been -not been met by appellant. And I could go through the other tests but I think that ultimately that is the primary issue before this court and will be before, I suppose, the appellate court. And the court finds that there is really no record here on which to -for me to base a finding that the funds being held, in effect, in trust for other creditors, for other parties and specifically pursuant to a contract, that those are not property of the estate and I find and, therefore, I will deny the stay.

(Id. atJA0819)

8. On July 1, 2013, appellant filed a motion to stay (D.I. 13) in this court, to which opposition (D.I. 15, 16, 17, 21, 23, 25) ...


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