Bondholders turn down DEPFA offer

By Helene Durand

Thu Dec 20, 2012 8:47am EST

LONDON, Dec 20 (IFR) - An offer by DEPFA Bank to buy back some of its hybrid debt at a deep discount to par, while giving investors a sweetener to amend the terms and conditions, was turned down by bondholders, which will stop the issuer from redeeming the securities.

The bailed-out German lender was seeking to amend the terms and conditions on three hybrid Tier 1 securities totalling EUR1.2bn so that it could retire them at a deep discount, instead of calling them at par at the next call dates.

The bank had structured its exercise differently from how the Irish banks did in 2010/2011 when they included exit consent measures designed to coerce non-consenting bondholders into taking part in their distressed buy-backs.

It was offering a 1% sweetener for bondholders who agreed to a change in the terms and conditions by December 18 ahead of a December 20 formal meeting deadline, and would have paid them 30% of face value.

Under the terms of the liability management exercise, if DEPFA got at least a third of bondholders to approve, by a simple majority in each of the bonds, it would have been able to redeem the rest at 29% of par.

However, in an announcement today, the issuer said that while the resolutions were duly passed in respect of one bond, DEPFA Funding III LP, they were not for the other two deals in question (DEPFA Funding II LP and DEPFA Funding IV LP).

"Thus under the terms of the Consent Solicitation the terms and conditions of all three series of Securities will not be amended and the Securities will not be redeemed," the issuer said in a statement.

"The Consent Solicitation was intended to allow for the opportunity to redeem the Securities whilst ensuring proper burden-sharing as required by the European Commission. DEPFA Bank followed a voluntary and market-based approach reflecting the distressed nature of the Securities.

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UPDATE 2-Madoff's younger brother sentenced to 10 years for role in fraud

Thu Dec 20, 2012 7:36pm EST

* Pleaded guilty to falsifying Bernard Madoff's books

* Peter Madoff tells judge he is "deeply ashamed"

By Nate Raymond and Nick Brown

NEW YORK, Dec 20 (Reuters) - The younger brother of Bernard Madoff will serve 10 years in prison for his role in his brother's Ponzi scheme that stole billions of dollars from investors, a U.S. judge said on Thursday.

Peter Madoff, 67, pleaded guilty in June to criminal charges including conspiracy to commit securities fraud for falsifying the books and records of the investment advisory company founded by his brother.

U.S. District Court Judge Laura Taylor Swain adopted prosecutors' recommendations and sentenced Madoff to 10 years in prison. She also ordered him to forfeit what she called a "draconian" $143.1 billion, which she said would seal his "financial ruination."

"To take his story at face value, he knew that the business operation was a little bit crooked, and he was content to go along with that," Swain said. "We all know that a crooked operation is rarely if ever just a 'little bit' crooked."

The judge said Madoff's prison term would begin on Feb. 6 and said she would recommend he serve it at a federal prison in Otisville, New York. His lawyers had asked that he remain free until after his granddaughter's Bat Mitzvah on Jan. 19. He was also sentenced to one year supervised release following prison.

"I am deeply ashamed of my conduct," Peter Madoff said at the sentencing. "I accept full responsibility for my actions."

Of 13 individuals charged criminally in connection with the fraud, Peter Madoff is the only one, other than his brother, who was a member of the Madoff family. Bernard Madoff, 74, was sentenced in 2009 to a 150-year prison term and was ordered to forfeit $170.8 billion.

With Madoff looking on, two victims of the Ponzi scheme urged the judge to show no leniency. Customers were defrauded out of about $20 billion in the Ponzi scheme, according to the trustee charged with recovering money for the victims.

"I ask that you show the same degree of compassion to Peter Madoff as he showed us: None," said Michael DeVita, one of the victims.

'EPIC FRAUD'

Peter Madoff, a lawyer, had been chief compliance officer and a senior managing director at the firm, Bernard L. Madoff Investment Securities.

He said he didn't know Bernard Madoff was operating the massive Ponzi scheme until shortly before his brother's arrest in December 2008.

But prosecutors said Peter Madoff helped create false and misleading documents designed to make it appear that the firm had an effective compliance program. If the firm had such a program, prosecutors said it would have shown that no real trades were taking place.

"Peter Madoff carried out his part of an epic fraud," Lisa Baroni, a prosecutor, said. "He lied repeatedly to regulators and investors."

Peter Madoff also transferred millions of dollars within the Madoff family to avoid tax payments to the Internal Revenue Service and also put his wife on the firm's payroll in a no-show job.

In December 2008, as Bernard Madoff's firm neared collapse, prosecutors said Peter Madoff also agreed to send $300 million remaining in its accounts to certain employees, family members and friends. Those funds were never dispersed, as the firm instead folded as Bernard Madoff was arrested.

Manhattan U.S. Attorney Preet Bharara in a statement called Peter Madoff a "gatekeeper," who enabled the fraud instead of protecting against it.

"The decade he will spend in prison and the disgorgement of his assets are a just result," Bharara said.

But Amy Luria, another victim whose grandmother had put Peter Madoff in charge of her estate, argued during the hearing that he should be sentenced for the roughly four decades that he worked for his brother's firm.

"The option of Peter Madoff going to jail for just 10 years does not seem just," she said.

The $143.1 billion the judge ordered Madoff to forfeit was the total investors paid into Bernard Madoff's firm from 1996 to 2008, prosecutors said.

Among the assets being forfeited are all of his wife and daughter's assets, several homes, a Ferrari and more than $10 million in cash and securities. His wife, Marion, was left with $771,733.

The Justice Department earlier this week filed a motion seeking a court order finding that restitution isn't practical, allowing it to distribute the forfeited assets.

The Justice Department said Thursday it had hired a special master, former U.S. Securities and Exchange Commission Chairman Richard Breeden, to administer compensating victims.

To date, the government has recovered more than $2.35 billion, the Justice Department said in a court filing Thursday.

The case is U.S. v. O'Hara et al, U.S. District Court, Southern District of New York, No. 10-cr-00228.

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Hong Kong Nov bankruptcy petitions up 9.1 pct from Oct

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UPDATE 2-THQ files for bankruptcy, Clearlake to bid for assets

Wed Dec 19, 2012 4:51pm EST

* THQ known for wrestling and "Saints Row" games

* Clearlake chosen from pool of buyers to make first bid

* THQ shares plunge 74 pct to close at 36 cents

* Foreign operations not included in bankruptcy filing

By Malathi Nayak

SAN FRANCISCO, Dec 19 (Reuters) - Videogame maker THQ Inc said on Wednesday it filed for bankruptcy protection, and entered into an agreement with private investment firm Clearlake Capital Group for a potential sale of its assets, in a bid to tackle its financial troubles.

The assets to be sold include THQ's four studios and games in development. The filing was made in U.S. bankruptcy court in Delaware.

Shares of THQ, which were briefly halted before the announcement, plunged 74 percent to close at 36 cents on the Nasdaq on Wednesday.

"They're currently in default of one of their credit lines, so it's not a huge surprise," said Mike Hickey, analyst at National Alliance Capital Markets.

Product delays and poor-performing products in a videogame market that is struggling to reverse flagging sales "kind of circled in aggregate to lead to their demise," Hickey said.

The Agoura Hills, California-based company said Clearlake was a "stalking horse bidder" or a potential buyer chosen from a pool of bidders to make the first bid.

This "allows other interested parties to come forward with competing bids," THQ said in a statement.

Foreign operations, including Canada, are not part of the bankruptcy filing, the company said.

Hickey said larger game publishers like Electronic Arts Inc or Ubisoft Entertainment SA might take a look at some of THQ's studios or intellectual property.

Known for its wrestling and "Saints Row" games, THQ has been losing ground to Activision Blizzard Inc and other larger rivals. Stockholders approved a 1-for-10 reverse share split of common stock in late June to raise the share price and avoid delisting.

THQ also said it has commitments from Wells Fargo & Co and Clearlake for financing of approximately $37.5 million, subject to approval from court.

THQ, which has cut staff and shut noncore businesses in an effort to revive its business, has studios in Austin, Texas, and Champaign, Illinois, as well as Canadian studios in Vancouver and Montreal.

Its studios and development teams will continue to operate during the sale process, the company said.

In a U.S. Securities and Exchange Commission filing last month, THQ said Wells Fargo warned the company on Oct. 16 that it had borrowed beyond the limits of its loan terms.

THQ then made a $5.6 million payment on the $21 million that it had borrowed in the quarter ending Sept. 30 in an attempt to regain compliance under its loan agreement. Wells Fargo then informed the company that it was in default under the terms of its credit facility, according to the filing.

The company announced late last month that Wells Fargo Capital Finance LLC had agreed to forgo action against the games publisher on any default on its $50 million credit facility until Jan. 15, 2013.

Executives announced on a Nov. 5 earnings call that they were postponing the release of several titles including its "South Park" game, increasing the company's need for capital.

The company also has $100 million in convertible notes that are due in August 2014.

THQ's market cap dropped about 72 percent to $2.7 million on Wednesday. ((Malathi.Nayak@thomsonreuters.com)(415-677-2538)(@MalathiNayak )

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Judge blocks bid to stop bankrupt Alabama county's cost cuts

Wed Dec 19, 2012 5:50pm EST

Dec 19 (Reuters) - The judge overseeing America's biggest municipal bankruptcy on Wednesday blocked a legal bid to force Alabama's Jefferson County to keep running a hospital that serves the poor, which the county says it can no longer afford to operate.

Birmingham, the state's largest city and located in Jefferson County, had asked U.S. Bankruptcy Judge Thomas Bennett to exempt it from a ban on lawsuits against the County so that it could press a claim in state court that the county's underused Cooper Green Mercy Hospital must maintain in-patient and emergency services.

Birmingham and county residents do not want to lose the hospital's services.

But Bennett said in a 37-page opinion that Birmingham was unlikely to win its case in state court and that he saw no reason to lift automatic stays against lawsuits that Jefferson County has had in place since its landmark, $4.23 billion bankruptcy petition filed on Nov. 9, 2011.

"The automatic stays preclude the actions sought to be brought in Alabama's courts by the city parties, and relief from the automatic stays is denied," Bennett said.

Now in negotiations with creditors on a workout plan, Jefferson County has cut hundreds of jobs, reduced government services and defaulted on billions of dollars in bonds in a crisis blamed on overspending on a sewer system, political corruption and the loss of a local tax on wages.

The decades-old hospital, which loses $10 million or more a year and specializes in indigent care, is winding down its in-patient and emergency departments. Those actions will eliminate 200 jobs and leave outpatient and urgent care clinics at Cooper Green as of January 1.

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UPDATE 1-Detroit hopes to reap $50 mln from tax delinquents

Wed Dec 19, 2012 5:51pm EST

* First of several revenue initiatives

* Mayor to tax delinquents: "We're coming after you"

By Eddie Allen

DETROIT, Dec 19 (Reuters) - Detroit Mayor Dave Bing outlined a 10-point program on Wednesday to raise revenue and cut expenses in an effort to raise $50 million more for the city's coffers.

The "revenue enhancement initiative" includes more effective collection of property and income taxes. Also, the city will be more aggressive in collecting on a variety of programs, including delinquent licensing fees and parking tickets, as well as fighting workers compensation fraud.

The city also wants to sell a $4 million building on the downtown riverfront to the United Auto Workers union, but the price has yet to be negotiated.

"This is just the beginning," said Bing, indicating that there will be more rounds of cost-saving initiatives.

The city will also get a boost from some bills signed into law on Wednesday by Michigan Governor Rick Snyder.

Collecting delinquent taxes and other payments from businesses, non-profit agencies and individual citizens will help the city right its financial house, Bing said.

Detroit will save about $10 million annually by eliminating between 400 and 500 jobs starting Jan. 1, according to the city's chief financial officer, Jack Martin. More than half of those cuts will come from retiring workers, who will not be replaced or from voluntary attrition, he said.

The expected savings from job cuts is in addition to the $50 million initiative announced by Bing.

Detroit's city workforce has fallen to about 9,700 from 14,539 when Bing took office in mid-2009.

A tax amnesty program, which Bing said would not be long-lasting, is expected to raise $4 million in back personal income taxes. The mayor said he will not hesitate to seek payments for debts from everyone, politically connected businesses.

"It doesn't matter about the politics for me," said Bing. "If you owe the money, we expect you to pay the money, or we're coming after you."

Bing said that so far, the city has collected about $11 million and expects to reach its $50 million target of additional revenue by the end of the fiscal year June 30.

Detroit also hopes to collect $2 million in delinquent property tax, $2 million in parking judgments and $10 million in "miscellaneous receivables" that were not paid to city agencies such as emergency medical services and the fire department.

Property owners can also look for bills as the city attempts to collect $2.5 million for fire marshal services.

Bing said the city also expects to collect between $5 million and $7 million after an audit to curb payouts to non-qualifying dependents on medical and dental insurance.

It will have to hire outside agencies to conduct many of the audits and collect data in the revenue-gathering effort, largely because the city's payroll has been cut to about 9,700 from nearly 14,000 when Bing took office in mid-2009, he said.

LATEST SALVO

The move by Bing is the latest salvo in an attempt to stave off a state-appointed emergency financial manager. Such a manager could declare the largest municipal bankruptcy in U.S. history.

Bing hopes to show improvement to the governor, who on Tuesday appointed a financial review team to determine if Detroit's fiscal situation warrants the appointment of an emergency financial manager.

State officials are also withholding $20 million of funds raised from a bond sale until the city meets certain conditions tied to reform measures.

Last week, the Detroit City Council dropped its opposition to Bing's hiring an outside law firm to work on issues related to a consent agreement between the city and the state. In return, Michigan released $10 million of bond money to the city.

A preliminary state review of the city's finances issued last week found a "serious financial problem" exists. The report showed wide swings in Detroit's cashflow.

"A cash flow estimate in August 2012 projected a cash deficit of $62 million by June 30, 2013, but estimates for October and November projected deficits of $84 million and $122 million, respectively," it said.

BILLS SIGNED TO AID DETROIT

The Republican governor signed bills that he said would help spur long-term economic development in Michigan's largest city.

They included a measure creating a municipal lighting authority empowered to issue revenue bonds backed by utility user taxes to fund an estimated $160 million in street lighting repairs and expansion.

The new law also sets a 2.4 percent income tax rate for Detroit residents and 1.2 percent rate for nonresidents as of Jan. 1. Those rates would fall to 2.2 percent and 1.1 percent respectively once the lighting authority debt is paid off and utility user tax revenue is no longer pledged to the authority.

Snyder also signed into law legislation for a regional transit authority in the southeast Michigan counties of Wayne, which includes Detroit, Oakland, Macomb and Washtenaw. The transit agency would be authorized to issue bonds.

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Calpers pits state court vs federal in San Bernardino bankruptcy

By Peter Henderson

SAN FRANCISCO | Tue Dec 18, 2012 4:46pm EST

SAN FRANCISCO Dec 18 (Reuters) - The biggest U.S. pension fund argued in a court filing that its status as a state agency gave it sweeping powers in the San Bernardino, California bankruptcy case and that the federal jurisdiction that applies in bankruptcy should be overridden by the state's rights.

San Bernardino is emerging as a precedent-setting case in determining how creditors, including Wall Street bondholders and retirees, are treated in a municipal bankruptcy.

The California Public Employees' Retirement System latest legal argument, filed late on Monday, contends that bond insurers who are opposing Calpers in San Bernardino are actually supporting its legal position in another big municipal bankruptcy in Alabama.

San Bernardino, a city of 210,000 about 60 miles east of Los Angeles, filed for bankruptcy protection on Aug. 1. Since then, it has halted its bi-weekly, $1.2 million payment to Calpers, saying it wants to defer any payments to the fund until fiscal year 2013-2014.

Calpers says the city is already millions of dollars in arrears, and wants a federal bankruptcy judge to let it sue San Bernardino in state court. No other city in bankruptcy has stopped payments to Calpers, and the courts will eventually have to determine whether pension payments take precedence over other debts in a municipal bankruptcy.

The main question is whether a state maintains elements of financial control over a city or county, once the municipality enters federal bankruptcy court.

Calpers says it is an arm of the state and aims to enforce state law, which requires municipalities that use Calpers as a pension system make payments to the fund. Federal bankruptcy code lets the state enforce its own laws, and Calpers argues that its ongoing payments to retirees since the city declared bankruptcy give it special 'post-petition' rights.

Lawyers for bond insurers in the case want to treat Calpers as a creditor, though. "All that they are raising are claims," said Lawrence Larose, who represents bond insurer National Public Finance Guarantee Corp, a wholly owned subsidiary of MBIA Inc. Because the issue is claims, the federal court should keep control of the process, he said in an interview.

Section 903 of federal bankruptcy code, which sets the limits on court powers, is key. In a municipal bankruptcy case in Jefferson County, Alabama, Larose argued that the limits on court power applied even after bankruptcy was declared.

"In order to protect a state's right to control its municipalities, 903 must be applied to post-petition acts, including bankruptcy court orders," he argued in a Jefferson filing cited by Calpers. Calpers said that argument dovetailed with its own.

"It's a complete red herring," Larose said. Jefferson county involved control of the local sewer system, not a financial claim, he said. In San Bernardino, Calpers is acting as a creditor, not as an arm of the state, he said.

The case is In re City of San Bernardino, U.S. Bankruptcy Court Central District of California, Riverside Division, 12-bk-28006.

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CORRECTED-Michigan appoints financial review team for Detroit

Tue Dec 18, 2012 10:36pm EST

(Corrects names of board members in eighth paragraph. Ken Whipple instead of Ken Wippel and Darrell Burks instead of Darrel Burks.)

DETROIT Dec 18 (Reuters) - Michigan Governor Rick Snyder on Tuesday appointed a financial review team for Detroit, the latest development in a process that could lead the city to file for biggest-ever U.S. municipal bankruptcy.

"Given the financial crisis that continues to grip the City of Detroit, we must move quickly to ensure city residents have continued access to essential services they expect and deserve" Snyder said in a statement.

Frustrated by the slow pace of fiscal reforms and worried by Detroit's long-term outlook, state official earlier this month launched a state review.

Last week, the first part of the process - a preliminary review of Detroit's cash-strapped finances - was completed in just four days and concluded in a report that the city had "a serious financial problem."

The report said that "due to financial reporting problems, city projections change from month to month making it difficult to make informed decisions regarding its fiscal health."

"A cash flow estimate in August, 2012 projected a cash deficit of $62 million by June 30, 2013, but estimates for October and November projected deficits of $84 million and $122 million respectively," the report said.

That opened the door to a deeper look into the city's financial conditions.

The financial review team appointed on Tuesday includes State Treasurer Andy Dillon, Auditor General Thomas McTavish and two members of the financial advisory board, Ken Whipple and Darrell Burks.

The team will conduct a new review that could culminate in the appointment by the governor of an emergency financial manager. Such a emergency manager would have the authority to allow the City of 700,000 to file for protection from creditors under Chapter 9.

Detroit has been hit by a steep population decline, years of severe budget deficits and escalating employee costs, all of which led state officials to begin an intervention process last year.

Mayor Dave Bing set a media conference for Wednesday to discuss his restructuring plan for Detroit.

A new bill approved last week by the Michigan Senate and House, which gives fiscally troubled local governments options to achieve solvency, has no immediate impact on Detroit. If it is signed by Snyder, it would not take effect until March. (Reporting by Tiziana Barghini; Editing by Greg McCune and Christopher Wilson)

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UPDATE 1-Michigan appoints financial review team for Detroit

Tue Dec 18, 2012 10:37pm EST

DETROIT Dec 18 (Reuters) - Michigan Governor Rick Snyder on Tuesday appointed a financial review team for Detroit, the latest development in a process that could lead the city to file for biggest-ever U.S. municipal bankruptcy.

"Given the financial crisis that continues to grip the City of Detroit, we must move quickly to ensure city residents have continued access to essential services they expect and deserve" Snyder said in a statement.

Frustrated by the slow pace of fiscal reforms and worried by Detroit's long-term outlook, state official earlier this month launched a state review.

Last week, the first part of the process - a preliminary review of Detroit's cash-strapped finances - was completed in just four days and concluded in a report that the city had "a serious financial problem."

The report said that "due to financial reporting problems, city projections change from month to month making it difficult to make informed decisions regarding its fiscal health."

"A cash flow estimate in August, 2012 projected a cash deficit of $62 million by June 30, 2013, but estimates for October and November projected deficits of $84 million and $122 million respectively," the report said.

That opened the door to a deeper look into the city's financial conditions.

The financial review team appointed on Tuesday includes State Treasurer Andy Dillon, Auditor General Thomas McTavish and two members of the financial advisory board, Ken Whipple and Darrell Burks.

The team will conduct a new review that could culminate in the appointment by the governor of an emergency financial manager. Such a emergency manager would have the authority to allow the City of 700,000 to file for protection from creditors under Chapter 9.

Detroit has been hit by a steep population decline, years of severe budget deficits and escalating employee costs, all of which led state officials to begin an intervention process last year.

Mayor Dave Bing set a media conference for Wednesday to discuss his restructuring plan for Detroit.

"My administration will continue to focus on my restructuring plan, in cooperation with the city council, to hopefully eliminate the need for an emergency financial manager," Bing said. "We strongly feel that the review team will not find anything different in the city's financial condition from what we have previously revealed to the state."

A new bill approved last week by the Michigan Senate and House, which gives fiscally troubled local governments options to achieve solvency, has no immediate impact on Detroit. If it is signed by Snyder, it would not take effect until March.

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UPDATE 3-Edison Mission Energy files for bankruptcy

Mon Dec 17, 2012 3:27pm EST

By Nick Brown

Dec 17 (Reuters) - Edison Mission Energy, the unregulated power generation business of Edison International, filed for Chapter 11 bankruptcy protection on Monday with a proposal to transfer control of the company to holders of $3.7 billion in unsecured bonds.

In court papers filed in U.S. Bankruptcy Court in Chicago, Edison Mission said a "perfect storm" of heavy debts, weak power prices and high fuel costs have threatened its ability to stay competitive.

Reuters had reported on Saturday that Edison Mission was preparing a bankruptcy filing to avoid defaulting on a bond interest payment.

Based in Santa Ana, California, Edison Mission owns and operates coal, natural gas and renewable power plants totaling more than 10,000 megawatts in states including California, Illinois, Pennsylvania and West Virginia.

Like many coal plant operators, it has suffered as the 2007-2009 recession cut power demand and wholesale power prices fell because of the supply of cheaper natural gas.

Under a proposal outlined in the bankruptcy filing, Edison International would transfer its 100 percent equity stake in Edison Mission to bondholders, which include York Capital Management and other distressed debt investors.

The company is projecting the transfer to occur in late 2014, which could allow Edison Mission to continue benefiting from projected tax-sharing payments from its parent through the end of that year.

Federal tax laws allow companies to offset taxable income by making payments to unprofitable units, but only as long as they retain at least 80 percent of the equity in the units.

The proposal, which would need bankruptcy court approval, is not final, Edison Mission said in Monday's filing.

"To be clear, the debtors are not at this time seeking authority to assume" the agreement, Edison Mission said. But, it added, the agreement would "position the debtors, should they choose to move forward with the turnover proposal, to propose and obtain court approval of a consensual, value-maximizing" deal.

In all, Edison Mission subsidiaries hold about $1.2 billion in debt on top of the company's $3.7 billion in bond debt.

Other issues in the reorganization include the possible refinancing of $345 million owed on leveraged leases at two coal plants leased by the company's Midwest Generation unit.

Edison International Chief Executive Ted Craver has told investors that the Midwest Generation leases may need to be refinanced.

The bondholders who financed those leases have hired restructuring lawyers from Cadwalader Wickersham & Taft. The case is Edison Mission Energy, Case No. 12-49219, U.S. Bankruptcy Court, Northern District of Illinois.

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