EX-99.1 2 a10-1682_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

 

SOUTHERN DISTRICT OF NEW YORK

 

In re:

 

Chapter 11 Case No.

 

 

 

Lehman Brothers Holdings Inc., et al.,

 

08-13555

 

 

 

Debtors.

 

 

 

MONTHLY OPERATING REPORT

 

DECEMBER 2009

 

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

 

DEBTORS’ ADDRESS:

LEHMAN BROTHERS HOLDINGS INC.

 

c/o WILLIAM J. FOX

 

1271 AVENUE OF THE AMERICAS

 

35th FLOOR

 

NEW YORK, NY 10020

 

 

DEBTORS’ ATTORNEYS:

WEIL, GOTSHAL & MANGES LLP

 

c/o SHAI WAISMAN

 

767 FIFTH AVENUE

 

NEW YORK, NY 10153

 

 

REPORT PREPARER:

LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION (IN THE SOUTHERN DISTRICT OF NEW YORK)

 

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

 

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

 

 

 

Lehman Brothers Holdings Inc.

 

 

 

Date: January 14, 2010

By:

/s/ William J. Fox

 

 

William J. Fox

 

 

Executive Vice President

 

Indicate if this is an amended statement by checking here:        AMENDED STATEMENT o

 



 

TABLE OF CONTENTS

 

Schedule of Debtors

3

 

 

Lehman Brothers Holdings Inc. (“LBHI”) and Other Debtors and Other Controlled Subsidiaries

 

Basis of Presentation — Schedule of Cash Receipts and Disbursements

4

Schedule of Cash Receipts and Disbursements

5

 

 

LBHI

 

Basis of Presentation — Schedule of Professional Fee and Expense Disbursements

6

Schedule of Professional Fee and Expense Disbursements

7

 

 

LBHI

 

Quarterly Hedging Transactions Update

8

Schedule of Hedging Transactions as of December 31, 2009

9

 

2



 

SCHEDULE OF DEBTORS

 

The following entities have filed for bankruptcy in the Southern District of New York:

 

 

 

Case No.

 

Date Filed

 

Lead Debtor:

 

 

 

 

 

Lehman Brothers Holdings Inc. (“LBHI”)

 

08-13555

 

9/15/2008

 

 

 

 

 

 

 

Related Debtors:

 

 

 

 

 

LB 745 LLC

 

08-13600

 

9/16/2008

 

PAMI Statler Arms LLC(1)

 

08-13664

 

9/23/2008

 

Lehman Brothers Commodity Services Inc.

 

08-13885

 

10/3/2008

 

Lehman Brothers Special Financing Inc.

 

08-13888

 

10/3/2008

 

Lehman Brothers OTC Derivatives Inc.

 

08-13893

 

10/3/2008

 

Lehman Brothers Derivative Products Inc.

 

08-13899

 

10/5/2008

 

Lehman Commercial Paper Inc.

 

08-13900

 

10/5/2008

 

Lehman Brothers Commercial Corporation

 

08-13901

 

10/5/2008

 

Lehman Brothers Financial Products Inc.

 

08-13902

 

10/5/2008

 

Lehman Scottish Finance L.P.

 

08-13904

 

10/5/2008

 

CES Aviation LLC

 

08-13905

 

10/5/2008

 

CES Aviation V LLC

 

08-13906

 

10/5/2008

 

CES Aviation IX LLC

 

08-13907

 

10/5/2008

 

East Dover Limited

 

08-13908

 

10/5/2008

 

Luxembourg Residential Properties Loan Finance S.a.r.l

 

09-10108

 

1/7/2009

 

BNC Mortgage LLC

 

09-10137

 

1/9/2009

 

LB Rose Ranch LLC

 

09-10560

 

2/9/2009

 

Structured Asset Securities Corporation

 

09-10558

 

2/9/2009

 

LB 2080 Kalakaua Owners LLC

 

09-12516

 

4/23/2009

 

Merit LLC

 

09-17331

 

12/14/2009

 

LB Somerset LLC

 

09-17503

 

12/22/2009

 

LB Preferred Somerset LLC

 

09-17505

 

12/22/2009

 

 


(1)          On May 26, 2009, a motion was filed on behalf of Lehman Brothers Holdings Inc. seeking entry of an order pursuant to Section 1112(b) of the Bankruptcy Code to dismiss the Chapter 11 Case of PAMI Statler Arms LLC, with a hearing to be held on June 24, 2009.  On June 19, 2009, the motion was adjourned without a date for a continuation hearing.

 

The Chapter 11 case of Fundo de Investimento Multimercado Credito Privado Navigator Investimento No Exterior (Case No: 08-13903) has been dismissed.

 

The Chapter 11 case of Lehman Brothers Finance SA (Case No: 08-13887) has been dismissed.

 

3



 

LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTORS AND OTHER CONTROLLED ENTITIES

 

BASIS OF PRESENTATION

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

DECEMBER 1, 2009 TO DECEMBER 31, 2009

 

The information and data included in this Report are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”). The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Securities Investor Protection Act. LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”. The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on the information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This Monthly Operating Report, (“MOR”), is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

 

1.     This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.

 

2.     This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

 

3.     The beginning and ending balances include cash in demand-deposit accounts (DDA), money-market funds (MMF), treasury bills, and other investments.

 

4.     The ending cash balances are based on preliminary closing numbers and are subject to adjustment.

 

5.     Beginning and ending cash balances exclude cash that has been posted as collateral for derivatives hedging activity.

 

6.     Beginning and ending cash balances exclude cash related to LBHI’s wholly-owned indirect subsidiaries Aurora Bank FSB (formerly known as Lehman Brothers Bank FSB), Woodlands Commercial Bank (formerly known as Lehman Brothers Commercial Bank), Lehman Brothers Trust Company N.A., and Lehman Brothers Trust Company of Delaware.

 

7.    Intercompany transfers between Lehman entities are listed as disbursements for the paying entity and receipts for the receiving entity.

 

8.     The following entities have filed for protection under Chapter 11 of the Bankruptcy Code during the month of December and are included in the report herein:

 

a.     Merit LLC – filed December 14, 2009.

 

b.     LB Somerset LLC – filed December 22, 2009.

 

c.     LB Preferred Somerset LLC – filed December 22, 2009.

 

4



 

LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities

Schedule of Cash Receipts and Disbursements

December 1, 2009 - December 31, 2009

 

Unaudited ($ in millions)

 

 

 

 

 

Beginning Cash &

 

 

 

 

 

 

 

 

 

Ending Cash &

 

 

 

Filing

 

Investments

 

 

 

 

 

 

 

FX

 

Investments

 

Legal Entity

 

Date

 

(12/1/09) (a)

 

Receipts

 

Transfers (b)

 

Disbursements (c)

 

Fluctuation (d)

 

(12/31/09) (e)

 

Lehman Brothers Holdings Inc.

 

9/15/2008

 

$

2,474

 

$

1,435

(f)

$

5

 

(939

)(g)

$

(10

)

$

2,964

 

LB 745 LLC

 

9/16/2008

 

 

 

 

 

 

 

PAMI Statler Arms LLC

 

9/23/2008

 

 

 

 

 

 

 

Lehman Brothers Special Financing Inc. (“LBSF”)

 

10/3/2008

 

5,118

 

571

 

 

(278

)(h)

(10

)

5,401

 

Lehman Brothers Commodity Services Inc. (“LBCS”)

 

10/3/2008

 

1,176

 

44

 

 

(21

)

(1

)

1,198

 

Lehman Brothers OTC Derivatives Inc (“LOTC”)

 

10/3/2008

 

167

 

1

 

 

 

 

167

 

Lehman Commercial Paper Inc. (“LCPI”)

 

10/5/2008

 

3,546

 

897

(i)

 

(812

)(i)

(3

)

3,628

 

Lehman Brothers Commercial Corporation (“LBCC”)

 

10/5/2008

 

472

 

15

 

 

 

 

488

 

Lehman Brothers Derivative Products Inc. (“LBDP”)

 

10/5/2008

 

387

 

 

 

 

 

387

 

Lehman Brothers Financial Products Inc (“LBFP”)

 

10/5/2008

 

426

 

1

 

 

(2

)

 

425

 

CES Aviation LLC

 

10/5/2008

 

 

 

 

 

 

 

CES Aviation V LLC

 

10/5/2008

 

 

 

 

 

 

 

CES Aviation IX LLC

 

10/5/2008

 

 

 

 

 

 

 

East Dover Limited

 

10/5/2008

 

 

 

 

 

 

 

Lehman Scottish Finance L.P.

 

10/5/2008

 

2

 

 

 

 

 

2

 

Luxembourg Residential Properties Loan Finance

 

1/7/2009

 

 

 

 

 

 

 

BNC Mortgage LLC

 

1/9/2009

 

 

 

 

 

 

 

LB Rose Ranch LLC

 

2/9/2009

 

1

 

 

 

 

 

1

 

Structured Asset Securities Corporation (“SASCO”)

 

2/9/2009

 

 

 

 

 

 

 

LB 2080 Kalakaua Owners LLC

 

4/23/2009

 

 

 

 

 

 

 

Merit LLC

 

12/14/2009

 

 

 

 

 

 

 

LB Somerset LLC

 

12/22/2009

 

 

 

 

 

 

 

LB Preferred Somerset LLC

 

12/22/2009

 

 

 

 

 

 

 

Debtor Cash and Investment Flows - Domestically Managed (j)

 

 

 

13,769

 

$

2,963

 

$

5

 

$

(2,051

)

$

(24

)

14,661

 

Non-Debtor Cash and Investment Balances - Domestically Managed (j)

 

 

 

1,987

 

 

 

 

 

 

 

 

 

1,920

 

Debtor and Non-Debtor Cash and Investment Balances - Foreign Managed (k)

 

 

 

576

 

 

 

 

 

 

 

 

 

573

 

Total Cash and Investment Balances

 

 

 

$

16,332

 

 

 

 

 

 

 

 

 

$

17,154

 

 


Notes:

 

(a)

Beginning Cash & Investments balance has been restated from November 30, 2009 closing balance by ($2 million) for LBSF.

(b)

Reflects transfers from bank accounts managed in other regions to the US.

(c)

$264 million was disbursed from subsidiaries of LBHI to reimburse LBHI for estimated operating expenses and professional fees which had been paid by LBHI from June 2009 to November 2009, and are subject to adjustment and true-up (LBSF $180 million, LCPI $41 million, LBCS 21 million, LBFP $1 million, and Non-Debtors $21 million).

(d)

Reflects fluctuation in value in foreign currency bank accounts.

(e)

Ending Cash and Investments balances include approximately $2.6 billion of cash associated with pledged assets, court order segregated accounts, funds administratively held by banks, and other identified funds which may not belong to the Debtor or non-Debtor subsidiaries. These amounts are preliminarily estimated as follows: Debtors - LBHI $215 million, LBSF $310 million, LBCS $33 million, LCPI $1.9 billion, LBCC $8 million, Lehman Scottish Finance $2 million; Non-Debtors $100 million; and International $98 million, and are subject to adjustment. Ending cash balances also exlcude approximately $414 million in cash posted as collateral for derivatives hedging activity; broken down as follows: LBSF $390 million, LBFP $15 million, and LBCS $10 million. Cash pledged on or prior to September 15, 2008 by the Company in connection with certain documents executed by the Company and various financial institutions has been excluded from this report.

(f)

Includes $837 million in receipts from Aurora Bank associated with repayment of court approved repo financing transactions. On 12/31/09, there was $0 outstanding on the repo with Aurora Bank. Also includes $264 million in receipts from subsidiaries for estimated operating expenses and professional fees which had been paid by LBHI, and are subject to adjustment and true-up.

(g)

Reflects ordinary course outflows and other court approved disbursements, including court approved disbursements to Aurora Bank for repo financing transactions of $606 million.

(h)

Reflects $180 million transferred to LBHI for cost allocation, $71 million returned to a counterparty for a wire transfer sent in error in April 2009, $21 million posted as collateral for court approved hedging activity, and $6 million disbursements related to live trades.

(i)

LCPI, in its capacity as loan agreement agent, receives and passes along principal and interest to loan syndicate participants.

(j)

Represents bank accounts managed and reconciled by Lehman US operations, which may include cash associated with foreign entities. Foreign currency cash flows are reflected in USD equivalents.

(k)

Represents bank accounts managed and reconciled by Lehman foreign operations. Ending balance of $573 million includes Asia balance of $464 million, South America balance of $26 million and Europe balance of $83 million.

 

5



 

LEHMAN BROTHERS HOLDINGS INC. (“LBHI”)

 

BASIS OF PRESENTATION

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

DATED FROM FILING DATE TO DECEMBER 31, 2009

 

The information and data included in this Report are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”). The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Securities Investor Protection Act. LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”. The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 101(b) of the Federal Rules of Bankruptcy Procedure. The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information from the Debtors internal systems, but note that such information may be incomplete in certain respects and the Debtors reserve all rights to revise this report. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities.

 

1.               This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.

 

2.               This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

 

3.               The professional fee disbursements presented in this report reflect the date of actual cash payments to professional service providers. The Debtors have incurred additional professional fee expenses during the reporting period that will be reflected in future MORs as cash payments are made to providers.

 

6



LEHMAN BROTHERS HOLDINGS INC.

Schedule of Professional Fee and Expense Disbursements (a)

December 2009

Unaudited ($ in thousands)

 

 

 

 

 

 

Filing Date

 

 

 

 

 

Dec-09

 

Through Dec-09 (b)

 

Debtors - Section 363 Professionals

 

 

 

 

 

 

 

Alvarez & Marsal LLC

 

Interim Management

 

$

15,877

 

$

218,297

 

Kelly Matthew Wright

 

Art Consultant and Auctioneer

 

 

47

 

Natixis Capital Markets Inc.

 

Derivatives Consultant

 

1,428

 

8,121

 

Debtors - Section 327 Professionals

 

 

 

 

 

 

 

Bingham McCutchen LLP

 

Special Counsel - Tax

 

590

 

8,516

 

Bortstein Legal LLC

 

Special Counsel - IT and Other Vendor Contracts

 

267

 

2,548

 

Curtis, Mallet-Prevost, Colt & Mosle LLP

 

Special Counsel - Conflicts

 

1,250

 

13,032

 

Discover Ready LLC

 

eDiscovery Services

 

 

4,812

 

Ernst & Young LLP

 

Audit and Tax Services

 

71

 

1,367

 

Hudson Global Resources

 

Contract Attorneys

 

 

1,928

 

Huron Consulting

 

Tax Services

 

155

 

1,973

 

Jones Day

 

Special Counsel - Asia and Domestic Litigation

 

1,952

 

14,292

 

Lazard Freres & Co.

 

Investment Banking Advisor

 

3,219

 

17,118

 

McKenna Long & Aldridge LLP

 

Special Counsel - Commercial Real Estate Lending

 

907

 

3,227

 

Pachulski Stang Ziehl & Jones

 

Special Counsel - Real Estate

 

124

 

661

 

Reilly Pozner LLP

 

Special Counsel - Mortgage Litigation and Claims

 

211

 

1,763

 

Simpson Thacher & Bartlett LLP

 

Special Counsel - SEC Reporting, Asset Sales, and Congressional Testimony

 

25

 

2,117

 

Weil Gotshal & Manges LLP

 

Lead Counsel

 

 

127,143

 

Windels Marx Lane & Mittendorf, LLP

 

Special Counsel - Real Estate

 

153

 

750

 

Debtors - Claims and Noticing Agent

 

 

 

 

 

 

 

Epiq Bankruptcy Solutions LLC

 

Claims Management and Noticing Agent

 

3,741

 

6,514

 

Creditors - Section 327 Professionals

 

 

 

 

 

 

 

FTI Consulting Inc.

 

Financial Advisor

 

4,355

 

20,625

 

Houlihan Lokey Howard & Zukin Capital Inc.

 

Investment Banking Advisor

 

487

 

5,683

 

Milbank Tweed Hadley & McCloy LLP

 

Lead Counsel

 

5,933

 

42,360

 

Quinn Emanuel Urquhart Oliver & Hedges LLP

 

Special Counsel - Conflicts

 

614

 

4,894

 

Richard Sheldon, Q.C.

 

Special Counsel - UK

 

 

74

 

Examiner - Section 327 Professionals

 

 

 

 

 

 

 

Duff & Phelps LLC

 

Financial Advisor

 

5,016

 

26,411

 

Jenner & Block LLP

 

Examiner

 

6,074

 

33,961

 

Fee Examiner

 

 

 

 

 

 

 

Feinberg Rozen LLP

 

Fee Examiner

 

75

 

418

 

Brown Greer Plc

 

Fee and Expense Analyst

 

87

 

87

 

Total Non-Ordinary Course Professionals

 

 

 

52,612

 

568,741

 

Debtors - Ordinary Course Professionals

 

 

 

2,280

 

19,134

 

US Trustee Quarterly Fees

 

 

 

 

483

 

Total Professional Fees and UST Fees

 

 

 

$

54,892

 

$

588,358

 

 


(a)

 

All professional fees have been paid by LBHI; however, a portion has been charged back to debtor and non-debtor subsidiaries based on the direct costs associated with each entity and an allocation methodology.

(b)

 

The figures reflected in this table represent cash disbursements from LBHI’s filing date through the end of December 2009 and do not include holdback amounts required by court order for Non-Ordinary Course Professionals. The figures do not include accruals.

 

7



 

LEHMAN BROTHERS HOLDINGS INC. (“LBHI”)

 

QUARTERLY HEDGING TRANSACTIONS UPDATE

AS OF DECEMBER 31, 2009

 

The information and data included in this report are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”). The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Securities Investor Protection Act.  LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”.  The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure.

 

On March 11, 2009, the United States Court for the Southern District of New York overseeing the Debtors’ chapter 11 cases (the “Court”) entered an “Order Pursuant to Sections 105 and 364 of the Bankruptcy Code Authorizing the Debtors to Grant First Priority Liens in Cash Collateral Posted in Connection With the Hedging Transactions the Debtors Enter Into Through Certain Futures and Prime Brokerage Account” [Docket No. 3047] (the “Derivatives Order”).

 

On July 16, 2009, the Court entered a separate “Order Pursuant to Sections 105 and 364 of the Bankruptcy Code Authorizing the Debtors to Grant First Priority Liens in Collateral Posted in Connection With the Hedging Transactions” [Docket No. 4423] (the “Residential Loan Order”).

 

Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Derivatives Order or the Residential Loan Order, as the case may be.

 

The Debtors have prepared this Quarterly Hedging Transactions Update, as required by the Derivatives Order, based on the information available to the Debtors at this time, but note that such presentation is partially based on market pricing which is subject to day-to-day fluctuations. The Debtors reserve all rights to revise this report.

 

Derivatives Order.  Between the entry of the Derivatives Order and December 31, 2009 (the “Report Date”), the Debtors have proposed 12 Hedging Transactions to the Hedging Transactions Committee.  As of the Report Date, the Debtors had executed all 12 Hedging Transactions and posted an aggregate $414 million in cash collateral pursuant thereto.  The Open Derivative Positions correspond to 100 un-terminated derivative contracts with an estimated recovery value as of the Report Date equal to $812 million.  The expected recovery amounts are determined using various models, data sources, and certain assumptions regarding contract provisions. The Company expects to adjust the amounts recorded for the Open Derivative Positions in the future; such adjustments (including write-downs and write-offs) may be material.  For further description regarding derivative recovery values, please refer to the November 2009 Monthly Operating Report filed on December 14, 2009.

 

As of the Report Date, the Hedging Transactions were allocated to individual Debtors as set forth on the following page.

 

Residential Loan Order.  Between the entry of the Residential Loan Order and the Report Date, there were no Residential Hedging Transactions.

 

8



 

Lehman Brothers Holdings Inc.

As of December 31, 2009

 

Debtor

 

Collateral Posted
For Hedging
Transactions

 

Estimated Recovery
Value of Receivables
Being Hedged

 

Lehman Brothers Special Financing Inc. (LBSF)

 

$

390,238,000

 

$

802,757,351

 

Lehman Brothers Financial Products (LBFP)

 

14,500,000

 

2,669,285

 

Lehman Brothers Commodity Services (LBCS)

 

9,500,000

 

6,931,010

 

 

 

 

 

 

 

 

 

$

414,238,000

 

$

812,357,646

 

 

9