In re Tribune Co.
477 B.R. 465
Bankr. D. Del.2012Background
- On July 23, 2012, a Confirmation Order was entered approving the Fourth Amended Plan of Reorganization for Tribune Company and affiliates.
- Parties appealed multiple confirmation-related orders and the Confirmation Order itself; motions were filed to certify direct appeals under 28 U.S.C. § 158(d)(2) and to stay pending appeal under Fed. R. Bankr. P. 8005.
- The court denied certification for direct appeal on two motions (Law Debenture and EGI) and granted stays on two motions (Aurelius and Law Debenture) conditioned on posting a $1.5 billion supersedeas bond.
- The stay decision analyzed four stay-factors: likelihood of success on the merits, irreparable harm, substantial injury to others, and public interest.
- The bond analysis concluded a $1.5 billion bond sufficiently protects non-moving parties, with the stay conditioned on timely posting of the bond.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Direct appeal of Unfair Discrimination issue under §158(d)(2)(A) | Law Debenture/Deutsche Bank contends no controlling law exists. | DCL argues no controlling law and issue not suitable for direct appeal. | Denied certification; not pure legal question eligible for direct appeal. |
| Direct appeal of SWAP Claim issue under §158(d)(2)(A) | Indenture Trustees argue controlling law conflicts require direct appeal. | Court should defer; no clear conflict and state-law interpretation needed. | Denied certification; not appropriate for direct appeal. |
| Whether a stay pending appeal should be granted | Movants seek stay to prevent consummation of the DCL Plan. | Debtors argue against stay but support bond requirement. | Stay granted conditioned upon posting a $1.5 billion supersedeas bond. |
| Amount of bond necessary to protect non-moving parties | Bond should reflect potential harms identified (e.g., lost opportunity costs, administrative costs). | Court should quantify harms and set bond accordingly. | Bond set at $1.5 billion; specifics tied to anticipated harms and equity protections. |
Key Cases Cited
- In re Cybergenics Corp., 226 F.3d 237 (3d Cir.2000) (conflicting authority on subordination and bankruptcy claims; supports need for cross-review)
- PWS Holding Corp., 303 F.3d 308 (3d Cir.2002) (debtor in possession may pursue fraudulent-transfer claims for creditors; no conflict with Cybergenics)
- Federal-Mogul Glob., Inc., 684 F.3d 355 (3d Cir.2012) (textual meaning controls; legislative history not dispositive)
- Goody’s Family Clothing, Inc., 610 F.3d 812 (3d Cir.2010) (interpreted 'notwithstanding' in § 365(d)(3); used as controlling reference)
- Adelphia Commc’n Corp., 361 B.R. 337 (S.D.N.Y.2007) (equitable mootness and stay considerations in bankruptcy)
- Continental Airlines, 91 F.3d 553 (3d Cir.1996) (equitable considerations in bankruptcy matters)
- Weber v. United States Trustee, 484 F.3d 154 (2d Cir.2007) (direct appeal considerations where law not heavily fact-dependent)