| Issue Number |
Submitted By |
Last Updated |
Reference Entity |
Transaction Type |
Question |
Category |
Further Information Provided |
Current Status |
Outcome |
More Info |
| 2012011901 | UBS AG | 2/3/2012 | Eastman Kodak Company | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Eastman Kodak Company? | Credit Event | http://investor.kodak.com/phoenix.zhtml?c=115911&p=irol-newsArticle&ID=1650196&highlight= | Initial List Published | Question Decided | More Info |
| 2011121501 | UBS AG | 1/30/2012 | Northern Rock (Asset Management) plc | European Corporate | Has a Restructuring Credit Event occurred with respect to Northern Rock (Asset Management) plc? | Credit Event | http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary-via-tidm.html?tidm=85HX | List of Participating Bidders Published | Question Decided | More Info |
| 2011110901 | General Interest Question | 1/17/2012 | PTT Aromatics and Refining Public Company Limited (PTTAR) and PTT Chemical Public Company Limited (PTTCH) | Asia Corporate | Has a Succession Event occurred with respect to PTT Aromatics and Refining Public Company Limited (PTTAR) and PTT Chemical Public Company Limited (PTTCH)? | Succession Event | Markit RED Notification dated 8 November 2011 provides factual summary | Closed | Question Decided | More Info |
| 2012011101 | General Interest Question | 1/11/2012 | Panasonic Electric Works Co., Ltd. | Japan Corporate | Has a Succession Event occurred with respect to Panasonic Electric Works Co., Ltd.? | Succession Event | In a press release (“Press Release”) entitled “Panasonic to Absorb Wholly-Owned Subsidiary (Panasonic Electric Works Co., Ltd.)” and dated 31 August 2011, Panasonic Corporation (Securities Code: 6752) (the “Company”), announced, inter alia, that it would enter into a merger with its wholly owned subsidiary Panasonic Electric Works Co., Ltd. (the “Reference Entity”), which merger would become effective on 1 January 2012. The Press Release also noted that the Company would be the surviving entity and the Reference Entity dissolved upon the merger.
According to the “Stock Price/Rating” page (http://panasonic.net/ir/ratings/ ) of the Company’s website, the Reference Entity had three corporate bonds (series 2, 3 and 4) outstanding and maturing on 20 December 2013, 19 June 2015 and 20 June 2019 respectively. A footnote of the same page informs that ‘Panasonic succeeded corporate bonds of Panasonic Electric Works and SANYO on January 1, 2012.’
Additional Information:
(a) Press Release 31 August 2011 (http://panasonic.co.jp/corp/news/official.data/data.dir/en110831-7/en110831-7.html)
(b) Panasonic Stock Price/Rating Page (http://panasonic.net/ir/ratings/ )
(c) Press release dated 21 December 2010 (http://panasonic.net/ir/library/pewlib/tob/pdf/IR101221_en.pdf )
| Request Accepted by DC | | More Info |
| 2012010501 | General Interest Question | 1/6/2012 | SANYO Electric Co., Ltd. | Japan Corporate | Has a Succession Event occurred with respect to SANYO Electric Co., Ltd.? | Succession Event | Osaka, Japan, August 31, 2011 - Panasonic Corporation ([NYSE:PC/TSE:6752] "Panasonic") today announced that its Board of Directors has decided and signed an agreement to assume operations related to bond financing, redemption and administrative work of SANYO Electric Co., Ltd. (SANYO), a wholly-owned consolidated subsidiary of Panasonic, through business division. This division is expected to take effect on January 1, 2012. Details of the business division are outlined below.
http://panasonic.co.jp/corp/news/official.data/data.dir/en110831-8/en110831-8.html
Sanyo Electric removes logo ahead of Jan. reorganization under Panasonic
OSAKA (Kyodo) -- Sanyo Electric Co. removed its logo from the outer wall of its headquarters building in Moriguchi, Osaka Prefecture on Friday to prepare for the planned reorganization next month of the group led by its parent Panasonic Corp.Along with the reorganization of three Panasonic group companies, all logos of Sanyo, an established electric appliance maker founded in 1947 but acquired by its bigger rival Panasonic in 2009 amid a slump in performance, will be replaced with Panasonic logos, company officials said.Kadoma, Osaka Prefecture-based Panasonic acquired all the shares of Sanyo and Panasonic Electric Works Co. in April and plans to rebrand their products as Panasonic through a reorganization of their businesses.The Sanyo logo at the firm's head office had been there since the building was erected in 1999. About 3 meters tall and 9 meters wide and placed at the level of the 10th floor, it was removed letter by letter by a crane."I will miss it but both Sanyo and Panasonic are local companies (based in Osaka prefecture). I hope the group will do its best in unity," a nearby resident said.
(Mainichi Japan) December 24, 2011
http://mdn.mainichi.jp/mdnnews/business/news/20111224p2g00m0bu053000c.html
| Request Accepted by DC | | More Info |
| 2011122801 | Citigroup Global Markets Limited | 1/5/2012 | Sino-Forest Corporation, a company existing under the laws of Canada with limited liability and whose registered office is located at 90 Burnhamthorpe Road West, Suite 1208, Mississauga, Ontario, Canada L5B 3C3 (the "Company"). | Asia Corporate | Has a Bankruptcy Credit Event occurred on 18 December 2011 with respect to the Reference Entity under Section 4.2(b)(Bankruptcy) of the 2003 ISDA Credit Derivatives Definitions? | Other | Section 4.2(b) of the 2003 ISDA Credit Derivatives Definitions
Section 4.2(b) contains four alternative components, each of which if satisfied will establish a Bankruptcy credit event. These four separate limbs are that the Company either:
1) becomes insolvent;
2) is unable to pay its debts;
3) fails generally to pay its debts as they become due; or
4) admits in writing in a judicial, regulatory or administrative
proceeding or filing its inability generally to pay its debts as
they become due.
Limb 2 of Section 4.2(b) – "is unable to pay its debts"
Limb 1 and Limb 2 concern the status of the Company in whatever way that is evidenced. They are akin to the typical definitions for the state of insolvency, where Limb 1 is the state amidst a formal proceeding and Limb 2 is the informal state before court recognition and in the absence of any type of proceedings. Under English law, insolvency legislation confines the terms "insolvency" and "insolvent" to a formal proceeding, whereas it uses the phrase "unable to pay its debts" to embody the concept of a state of insolvency (see s.122(1)(f), s.123(1), s.123(2) and Sch B.1 para.11(a) of Insolvency Act 1986). The transition between Limb 1 and Limb 2 is indicated by the use of "becomes" in Limb 1 whilst the requirement for a pre-existing state of insolvency is indicated by the use of "is" in Limb 2. After this transition, a company's eventual dissolution is provided as a "Bankruptcy" credit event by the immediately preceding Section 4.2(a). One can therefore view continuity in Limb 2, Limb 1 and Section 4.2(a) in describing the stages of insolvency.
Limb 3 and Limb 4 require the identification of actual events and an objective assessment of what has factually occurred. Other sub-sections of Section 4.2 are also focused on past and specific events or acts.
In particular, it is important to distinguish between Limb 2 and Limb 3 in determining the approach as to how Limb 2 is considered. Given that Limb 3 would require an objective assessment of the Company's historic performance to identify a persistent series of two or more actual defaults, Limb 2 must involve a different, wider and more circumstantial approach. It is a subjective approach that can include examining other factors and evidence as well as both a backward-looking and forward-looking assessment as to the Company's past and expected performance in meeting debt obligations.
It is important also to identify some other key differences between Limb 2 and the other Limbs and observe how the phrase in Limb 2 is used in insolvency legislation.
First, the word "generally" does not appear in Limb 2. Limb 2 does not require an examination of whether the Company is unable "generally" to pay debts. Given that the Company's place of incorporation is in Canada and that it would be subject to a Canadian insolvency proceeding, it is important to investigate Canadian insolvency legislation to determine how insolvency is assessed. Here, the word "generally" does not appear in Canadian insolvency legislation for the purposes of establishing the requisite test of insolvency (see s.42(1)(j) Bankruptcy and Insolvency Act 1985) nor does the word appear in the contractual language employed in Limb 3 and Limb 4 with respect to the occurrence of persistent defaults and the nature of written admissions made by the Company. The absence of this word "generally" must allow Limb 2 a different standard to that under Canadian insolvency legislation, Limb 3 or Limb 4.
Secondly, Limb 2 should also be considered without the phrase "as they become due" (unlike Limb 3 and Limb 4). This is based on an exact construction of Section 4.2(b). This is also because, under English law, insolvency legislation uses the phrase "is unable to pay its debts" and the phrase "is unable to pay its debts as they fall due" in two very different ways and a distinction must be drawn. The first phrase describes the requisite pre-existing state of insolvency that must be proved to allow a court to use its discretion to wind up a company (s.122(1)(f) Insolvency Act 1986) or grant an administration order (s.123(1)(e) s.122(1)(f) Insolvency Act 1986). The second phrase refers to one of the specific statutory tests which, if satisfied on the balance of probabilities (i.e. more likely than not), will allow that state to be deemed to exist. That test is the well-known cash-flow test (s.123(1)(e) Insolvency Act 1986) which requires one to prove to the satisfaction of the court that "the company is unable to pay its debts as they fall due". That test is accompanied by other alternative tests which include the failure to meet a written demand of GBP 750 after three weeks, the failure to satisfy a debt judgment issued by a court and the well-known balance sheet test. Any one of these tests can be used to evidence that a company "is unable to pay its debts". Limb 2 does not refer to this cash-flow test. It refers to the pre-existing state which the cash-flow test, amongst other tests, is designed to evidence. Limb 1 is engaged once that state is evidenced and recognised by any type of formal proceedings. If Limb 2 did refer specifically to the cash-flow test, this would arguably be strange given that Section 4.2(b) does not at least contain the well-known and alternative balance sheet test. In addition, the application of Limb 3 would be undermined. Therefore, Limb 2 merely describes a pre-existing state of insolvency and it can be construed on the basis that it does not require one to perform exclusively the cash-flow test and have regard to the exact timing and concentration profile of future scheduled payments (although one of course is free to do so to assess, amongst other approaches, factors or evidence, whether that state exists).
Thirdly, it is also worth noting that the different cash-flow and balance sheet statutory tests under English law can adjust the meaning of the term "debts" (as used in the phrase contained in Limb 2) when demonstrating the company's state of insolvency. In contrast, Section 4.2(b) does not provide any specific tests to demonstrate that Limb 2 is satisfied. Instead, Limb 3 and Limb 4 are provided as more objective alternatives. Limb 2 can therefore be assessed with greater flexibility without being determined according to particular tests or the methodology dictated by such tests.
The task is therefore to identify sufficient evidence and factors demonstrating, on the balance of probabilities (i.e. it is more likely than not), that one can subjectively determine that there exists the current state of affairs or condition of the Company that Limb 2 is concerned with (i.e. a state of insolvency). Identifying this state prior to any formal insolvency proceeding would be consistent with the goal of the Credit Derivatives Definitions to capture arguably any indication of a deterioration in the creditworthiness or financial condition of a Reference Entity whether shown by an "Obligation Default" credit event or "Failure to Pay" credit event in respect of an Obligation Category which can be "Bond", "Loan", any "Borrowed Money" or even just "Payment". The quick and early identification of a decline in creditworthiness is also a major function of both versions of the ISDA Master Agreement.
Deterioration in creditworthiness
In view of the change in information from the announcements by the Company and a recent non-payment of interest (see further below), there are now signs that the Company has experienced a severe deterioration in its creditworthiness or financial condition.
There is now an arguable case that a state of insolvency is now in existence which the Determinations Committee must consider. It is worth examining what the Company has stated and what has recently occurred.
15 November Announcement - Information relating to condition of Company
The Company issued a press release and made an announcement on 15 November 2011 (including via the Toronto Stock Exchange) which addressed the findings of an independent committee of the Company's board of directors which had examined allegations made in the Muddy Waters report (the "First Announcement").
The First Announcement provided the following information concerning the state of the Company at that time:
(i) it was found that the Company's "internal processes, infrastructure and breadth of management team have not kept pace with the growth of its operations"; these were "shortcomings" which needed to be addressed and the Company had a "plan to improve governance and processes going forward"; the Company planned to add "further qualified staff" and was exploring ways to simplify its "business structure" – at this time, it seems there were various shortcomings that were wide-ranging and affected various aspects of the Company's operational workings. It is likely that these issues are continuing today and are still not resolved given that just five weeks has since passed. These issues may have worsened or become better understood by the board of directors as being more severe. In this First Announcement, there seems to be no indication given by the Company that any of these issues were fundamental or so pressing that the Company required immediate drastic restructuring (as compared to the sudden change of message in the Second Announcement and the Third Announcement (see below)).
(ii) the Company was taking action to ensure that the Company's assets were "protected for the benefit of all stakeholders" and measures "designed to preserve value" were needed; these included a "substantial curtailment of further cash investment activities in the plantation fibre business" and the "institution of strict cash controls by management to ensure tighter controls over the Company's cash balances"- this would suggest that, just five weeks ago, the Company was already experiencing considerable strain on its regular cash-flow or that adequate cash management and control mechanisms were not in place and this had caused considerable alarm.
(iii) Appendix B – Summary Cash Flow July 1, 2011 to November 4, 2011 - it is striking from the cash-flow statement in Appendix B of the First Announcement that, for the period just over four months of July 1, 2011 to November 4, 2011, the Company only identifies one type of in-flow being an aggregate amount of USD 24 million by way of new borrowing from onshore lenders in China (although it is unclear if this was to refinance in part loan repayments totally USD 29.9 million). All other items are financing costs, operating costs and recent professional fees in connection with the independent committee investigation – presumably these costs will continue, particularly given the increasing litigation activity against the Company. In addition, the statement indicates that, as of November 4, 2011, the Company had USD205.8m in cash that was outside China and not held by SAFE or used for cash collateralization of credit facilities (although it is unclear if this cash collateralization will increase going forward).
12 December Announcement – Further information relating to condition of Company
The Company issued a press release and made an announcement on 12 December 2011 (including via the Toronto Stock Exchange) to provide an update concerning the status of its efforts to release its third quarter financial results (the "Second Announcement").
The Second Announcement provided the following information concerning the state of the Company:
(i) the board of directors has determined that it must consider "all strategic options" available to the Company; it was stated that these options included recapitalization of the Company or the sale of some or all its businesses – this would suggest that the Company had become forced to take more substantial and drastic action at a macro-level rather than specific lesser steps merely to correct operational inefficiencies identified in the First Announcement. This also represents a sudden urgency in the situation. Moreover, it is important to consider, as a matter of commercial reality, whether the Company would be able to raise sufficient cash quickly enough via a recapitalization or various asset sales, given the overall complexity and potentially lengthy due diligence process, let alone execution challenges, of these types of sizeable transactions. Can this cash-raising be readily achieved in the short-term? One should note that Australian case law has stated that the possible sale proceeds of assets must be ignored if those assets cannot be disposed of in time to meet debts or are essential to the continuance of the Company. In any event, it now appears that the board of directors considers that the Company must undertake some immediate cash-raising effort.
(ii) the Company had begun discussions with its stakeholders and that, given it had breached covenants of its bonds, its "ability to continue as a going concern and avoid insolvency proceedings" depended on the success of these – this would suggest that the Company's difficulties are sufficiently comprehensive that the Company requires a dialogue with all parties who would be concerned by its insolvency without regard or preference to specific creditors or shareholders, let alone employees, customers or suppliers.
(iii) the discussions will be a key element in determining the future of the Company and the courses of action available to the Company – this would also suggest that the Company is needing to secure new funding, investment or other credit lines or that the Company is needing to negotiate payment holidays or re-schedule debts or other payments which are imminently due and payable.
(iv) the Company's most significant debts are four series of outstanding senior and convertible notes with an aggregate amount of principal owing being approximately USD 1.8 billion (the "Senior Notes") and loan facilities of USD 70.5 million (unaudited).
15 December – Payment Default
It is now public knowledge in Publicly Available Information (see below) that the Company did not make an interest payment of USD10,000,000 (the "Payment Default") on 15 December 2011 in respect of one of the series of its Senior Notes.
It is important to note that there is English case law authority which suggests that a failure to pay a debt which cannot reasonably be disputed may enable a court to infer that a state of insolvency exists even in the absence of a demand. Where a demand has been made and a company persists in its failure to pay, then the company will be taken to be unable to pay its debts even if it appears solvent.
Certainly, the Company does not dispute its liability to pay this sum and there is no clear evidence that the Payment Default is due to an unwillingness to pay or has any tactical purpose. It does appear that this was entirely a surprise by investors according to the Publicly Available Information and that the Company had given no indication that this sum would not be paid.
16 December - Senior Notes becoming immediately due and payable
The Company issued a further press release and made an announcement on 18 December 2011 ((including via the Toronto Stock Exchange) regarding its current position and the potential acceleration of its Senior Notes due to the technical default in not providing its third quarter financial results as required pursuant to the terms of the Senior Notes (the "Third Announcement").
Default notices dated 16 December 2011 were served on the Company by the trustee of the Senior Notes.
In the Third Announcement, the Company indicated that "it does not expect to be able to file the Q3 Results and cure the default within the 30 day cure period". The Company has described that if the default notices are not withdrawn and required waivers are obtained, then the trustee under the relevant series of Senior Notes or the holders of at least 25% in aggregate principal amount of that series of Senior Notes would be entitled to accelerate that series of Senior Notes. The result of this will be that the principal of, premium (if any) and all accrued and unpaid interest on the Senior Notes will be immediately due and payable. This may occur on or after 16 January 2012. This date is in the near future.
Given that the trustee or the holders of the Senior Notes were willing to serve the default notices, then it can be argued that the trustee or the holders wish to obtain the right to accelerate the Senior Notes and are prepared to exercise that right. It will need to considered whether it is more likely than not that the Senior Notes will be accelerated on or after 16 January 2012. If this acceleration is likely, as of 16 December 2011, to happen in the near future, then this entire debt payment would be recognised were a cash-flow test to be used to identify a state of insolvency according to English case law (see Cheyne Finance Plc [2008] BCC 182).
According to Appendix B contained in the First Announcement, the Company had a cash balance of USD 205.7 million as of 4 November 2011 for cash held outside China and not required for cash collateralization of credit facilities. This cash balance may now have reduced and it is very questionable whether the Company will be able to raise additional cash and pay the total amount owing under the Senior Notes if they are likely to be due and payable in the near future.
18 December Announcement – Further information relating to condition of Company
The Company issued a further press release and made an announcement on 18 December 2011 ((including via the Toronto Stock Exchange) regarding its current position and the potential acceleration of its Senior Notes due to the technical default in not providing its third quarter financial results as required pursuant to the terms of the Senior Notes (the "Third Announcement").
This Third Announcement indicates that the Company is suffering severe financial distress and, significantly, it suggests the Payment Default that had occurred was not due to a mere unwillingness to pay.
The Third Announcement provided the following information concerning the present state of the Company:
(i) the Third Announcement restates the Second Announcement indicating the board of directors still were forced to consider "all strategic options" available to the Company – this suggests the fundamental state of affairs on a macro-level had certainly not improved.
(ii) the board of directors has resolved to establish a special committee of the Board on 16 December 2011 to supervise, analyse and manage the strategic options and the committee consists only of the Company's directors and no one from senior management – this marks an added development and underlines the seriousness of the situation.
(iii) this committee has been described as a "Special Restructuring Committee" – this suggests negative connotations and emphasises the severe nature of the Company's difficulties. It also suggests a fundamental need for change. This is a marked departure from the First Announcement and indicates the Company's issues had escalated to being far more than improving operational inefficiencies.
(iv) "creditor-protection" or "other insolvency-related proceedings" in jurisdictions in which the Reference Entity and its subsidiary carry on business are identified as options for management – this is a significant difference from the Second Announcement where it was never suggested that insolvency-related proceedings were an option. Now they are. This would suggest that the directors' assessment of the situation had changed and the condition of the Company had deteriorated further.
This also would suggest that formal insolvency-related proceedings are now a practical possibility and that the Company can qualify for these types of reliefs, which typically would only be possible if a state of insolvency, such as an inability to pay debts, can be readily shown to a court or otherwise described and certified by a director or officer of the Company.
In addition, as a temporal matter considering the insolvency of any company, the very rationale of Section 4.2(b) is to capture and recognise a state of insolvency that is in existence prior to the formal and eventual occurrence of clear and specific acts or events which are addressed by other sub-Sections of 4.2, otherwise the "Bankruptcy" credit event would have a narrower function.
(v) the Company is in discussions with its stakeholders in respect of the courses of action available to the Company and the success of the discussions with its stakeholders will be a key element in determining the future of the Company – this suggests the Company is still continuing to negotiate financial support which has not been forthcoming and that it is, in essence, the very success of these discussions which will enable the Company to continue and pay its debts and move it out of a present condition of an "inability to pay its debts". One question will be whether there is a low prospect of the Company being able to secure additional borrowing in the short-term. English case law has stated there must be a significant probability of borrowed funds being available in time to meet debts.
Payment Default and Grace Period
The Company's Payment Default still remains outstanding and, in view of the decline in creditworthiness and necessary restructuring indicated by the First Announcement, the Second Announcement and the Third Announcement, it now seems the Company is forced to use the relevant grace period under the terms of the Senior Notes in order precisely to become able to make payment. A grace period is only used by the board of directors of a company if time is needed to restore and improve the company's liquidity position. There is no indication that the Company is strategically choosing not to pay.
Question
In view of the Payment Default, the information in the First Announcement, the Second Announcement and the Third Announcement indicating the deterioration in the creditworthiness of the Company and the fact that the Payment Default is still persisting and is not even partially cured, the Determinations Committee is requested to consider the following:
Is it more likely than not that a state of insolvency as opposed to a mere unwillingness to pay, is now in existence with respect to the Company, as demonstrated by, collectively in whole, the Company's statements and actions, as assessed by the circumstantial approach under Limb 2 of Section 4.2(b) in contrast with the stricter approach required under Limb 3 and other sub-sections of Section 4.2?
Links to Publicly Available Information
A copy of the press release which was published on the Toronto Stock Exchange is available at
First Announcement: http://tmx.quotemedia.com/article.php?newsid=46122595&qm_symbol=TRE:CA
Second Announcement: http://tmx.quotemedia.com/article.php?newsid=46814484&qm_symbol=TRE:CA
Third Announcement: http://tmx.quotemedia.com/article.php?newsid=46971150&qm_symbol=TRE:CA
Please see below articles relating to the Payment Default:
Bloomberg: http://www.bloomberg.com/news/2011-12-15/sino-forest-s-shareholder-richard-chandler-calls-for-new-ceo-directors.html
Reuters: http://www.reuters.com/article/2011/12/19/us-sinoforest-idUSTRE7BI05420111219
Reuters: http://ca.reuters.com/article/businessNews/idCATRE7BL0EQ20111222
Financial Times: http://www.ft.com/intl/cms/s/0/6fe9bc7c-2632-11e1-85fb-00144feabdc0.html#axzz1gfdKoAoN
| Closed | Question Decided | More Info |
| 2011110801 | Credit Suisse | 1/3/2012 | Dynegy Holdings, LLC | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Dynegy Holdings, LLC (formerly known as Dynegy Holdings Inc.)? | Credit Event | See 8-K: http://www.sec.gov/Archives/edgar/data/1105055/000110465911061791/a11-29461_18k.htm | Closed | Question Decided | More Info |
| 2011112301 | UBS AG | 1/3/2012 | The PMI Group, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to The PMI Group, Inc.? | Credit Event | Copy of bankruptcy filing attached. | Closed | Question Decided | More Info |
| 2011112901 | UBS AG | 1/3/2012 | AMR Corporation | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to AMR Corporation? | Credit Event | See attached Chapter 11 filing. | Closed | Question Decided | More Info |
| 2011121901 | General Interest Question | 12/23/2011 | Sino-Forest Corporation | Asia Corporate | Has a Failure to Pay Credit Event occurred with respect to Sino-Forest Corporation? | Credit Event | QUOTE
(1) http://www.ft.com/cms/s/0/bda6b1ce-2798-11e1-864f-00144feabdc0.html#ixzz1gxwbHvNX
Sino-Forest debt deadline looms
By Robert Cookson in Hong Kong
Sino-Forest, the Chinese forestry company, missed a deadline to file its quarterly results and make an interest payment on its $1.8bn of bonds, setting the stage for the biggest corporate default in the history of the Asian bond market.
The scandal-plagued company has just 30 days to make the $10m payment and file the results, which were both due on Thursday, before bondholders gain the right to force it into bankruptcy. The company is unlikely to meet the time limit, according to people familiar with the matter.
On Friday, Sino-Forest’s four bonds, due in 2013, 2014, 2016 and 2017, were all trading at 25 cents on the dollar, down from 100 cents at the start of the year.
Shareholders in the Toronto-listed company expressed frustration at the prospect of their equity being wiped out in a liquidation.
Richard Chandler, the New Zealand billionaire, called for Sino-Forest’s chief executive and board to resign. Mr Chandler acquired an 18 per cent equity stake in Sino-Forest in August, two months after Muddy Waters, the US short selling group, accused the company of “stratospheric fraud”, and just weeks before Canadian regulators suspended trading in its shares.
Sino-Forest has denied the allegations, saying it is not a “near total fraud” nor a “Ponzi scheme”. Last month it issued a report that it said disproved the substance of the allegations it faced.
(2) http://www.reuters.com/article/2011/12/19/us-sinoforest-idUSTRE7BI05420111219?type=companyNews
Default notices spur strategic review at Sino-Forest
By Euan Rocha
TORONTO | Mon Dec 19, 2011 12:20am EST
TORONTO (Reuters) - Sino-Forest (TRE.TO), a China-focused forestry company accused of fraud, said it received notices of default from its noteholders and set up a committee to look at options for the company that could include its sale.
Until recently the largest forestry stock listed on the Toronto Stock Exchange, Sino-Forest warned last week it would not be able to file its quarterly results on time as an internal probe into fraud allegations is taking longer than anticipated.
Sino-Forest has been reeling since June, when short seller Carson Block and his Muddy Waters firm accused it of exaggerating the extent of its Chinese assets. Sino-Forest has said a preliminary investigation by its independent directors showed no evidence of fraud.
It is the most prominent of the Chinese companies listed in North America whose shares were either suspended or delisted this year amid suspicions about their business practices and Chinese regulatory safeguards.
Sino-Forest said its board decided not to make a $10 million interest payment that was due to noteholders on December 15.
Singapore-based Richard Chandler Corp, Sino-Forest's largest shareholder, last week demanded a board shake-up at the firm, slamming the "excessive time and money" spent on the probe and questioning the board's decision to delay its results. Chandler's fund stands to lose at least C$140 million and possibly more, if Sino becomes insolvent.
Regulators have put a cease-trade order on Sino-Forest's shares, pending the completion of an investigation into the company. The shares had fallen more than 75 percent this year, before being halted by regulators in late-August.
WAIVER HOPES
The company and its advisers met last Wednesday with an ad hoc committee of noteholders and their legal counsel. Sino-Forest said all parties expressed "a willingness to work cooperatively with the company in an effort to preserve value for the benefit of stakeholders."
However, it cautioned that it cannot independently verify the holdings of those who attended or were represented at the meeting. It said the notices of default it received were not initiated or supported by noteholders attending the meeting.
The company said it was talking to noteholders in the hope of securing a waiver, in relation to its failure to file its financial results, but it cautioned there was no guarantee the default notices would be withdrawn or waivers obtained.
If the default notices are not withdrawn and the waivers not obtained within a 30-day period, and if Sino-Forest does not file its results in that time, a default will have occurred under each series of its senior notes, the company said - allowing noteholders to demand the company repay the principal and any unpaid interest due on the notes.
Sino-Forest said the total principal owing under the four series of outstanding senior and convertible notes is about $1.8 billion. It also has loan facilities in China of $70.5 million.
Last week, Moody's withdrew all its ratings on Sino-Forest, arguing it had insufficient information to maintain them.
Sino-Forest said it established a special restructuring committee made up of independent directors to supervise, analyze and manage a review of the strategic options available. These may include recapitalization, or the sale of some or all of its businesses and assets. The committee will also consider creditor protection or other insolvency-related proceedings.
(Reporting By Euan Rocha; Editing by Matt Driskill and Ian Geoghegan
(3) http://www.sinoforest.com/Uploads/2011_Dec_12_SF-Press_Release.pdf
UNQUOTE | Closed | Question Rejected | More Info |
| 2011120902 | General Interest Question | 12/14/2011 | ACHMEA HOLDING N.V. | European Corporate | Has a Succession Event occurred with respect to ACHMEA HOLDING N.V. ? | Succession Event | Markit Factual summary dated 28 November 2011 | Closed | Question Rejected | More Info |
| 2011111701 | UBS | 12/12/2011 | CSK Corporation | Japan Corporate | Has a Succession Event occurred with respect to CSK Corporation? | Succession Event | CSK Corporation was merged into Sumisho Computer System Corporation, with Sumisho Computer System Corporation the surviving entity. Links to company press releases:
(24 February 2011) http://www.scsk.jp/ir_en/news/csk/files/20110224_3.pdf
(19 May 2011) http://www.scsk.jp/ir_en/news/csk/files/20110519_4.pdf
(28 June 2011) http://www.scsk.jp/ir_en/news/csk/files/20110628_2.pdf
(1 October 2011) http://www.scsk.jp/ir_en/news/2011/pdf/20111001.pdf
(31 October 2011) http://www.scsk.jp/ir_en/library/briefing/pdf/csk/20111031_2e.pdf
| Closed | Question Decided | More Info |
| 2011090905 | General Interest Question | 12/12/2011 | Asahi Breweries Kabushiki Kaisha | Japan Corporate | Has a Succession Event occurred with respect to Asahi Breweries Kabushiki Kaisha? | Succession Event | According to a press release (“Press Release”) entitled “Notification of Corporate Division and Change of Articles of Incorporation following Transfer to Holding Company Structure” (純粋持株会社制移行に伴う会社分割並びに定款変更（商号及び事業目的の変更）に関するお知らせ) and dated 8 February 2011, Asahi Breweries Kabushiki Kaisha (Securities Code: 2502) (the “Reference Entity”), announced, inter alia, that it would transfer (the “Transfer”) its alcoholic beverage business (the “Business”) to one of its subsidiaries, Asahi Group Holding Kabushiki Kaisha (the “Subsidiary”) pursuant to a ‘corporate reorganisation’ agreement (吸収分割契約, the “Reorganisation Agreement”) entered into between the Reference Entity and the Subsidiary on 8 February 2011 and effective 1 July 2011. The abovementioned corporate reorganisation took place by way of an ‘absorption and division’ (吸収分割) under the Japanese Companies Law.
As part of the corporate reorganisation, on 1 July 2011, the Reference Entity and the Subsidiary swapped their name and the Reference Entity became “Asahi Group Holding Kabushiki Kaisha” and the Subsidiary “Asahi Breweries Kabushiki Kaisha”.
In item 6 of the Press Release, the Reference Entity advised that, as part of the Transfer and unless otherwise specified in the Reorganisation Agreement, the Subsidiary would assume, inter alia, the “assets, rights, indebtedness and obligations relating to the [Business]”.
Under Paragraph 2 of the Attachment (Obligations to be Transferred) to the Reorganisation Agreement (cf. p. 86 of item (e) of Additional Information), the following long- and short-term liabilities would not be transferred to the Subsidiary:
(a) All short-term borrowings, bonds due within one (1) year, and commercial papers; and
(b) All long-term borrowings and bonds.
The requesting firm is enquiring with the investor relation department (“IR”) of the Reference Entity to obtain information relating to the Relevant Obligations but has yet to receive any confirmation. The requesting firm will follow up and update ISDA upon further development.
Additional Information:
(a) Reference Entity’s IR page (http://www.asahigroup-holdings.com/en/ir/index.html)
(b) Press Release dated 26 August 2010 (http://www.asahigroup-holdings.com/en/ir/pdf/10pdf/20100826_2.pdf)
(c) Press Release dated 8 February 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110208_1.pdf)
(d) Press Release dated 28 February 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110228.pdf)
(e) Notice of the 87th Annual General Meeting of Shareholders dated 3 March 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110304.pdf)
(f) 2011 Semi-annual Account dated 2 August 2011 (http://www.nikkei.com/markets/ir/irftp/data/tdnr2/tdnetg3/20110802/6z8m0j/140120110721085395.pdf)
(g) Information relating to the Shareholder Meeting held on 25 March 2011 (Japanese) (http://www.asahigroup-holdings.com/ir/shareholders_meeting/whats.html)
| Closed | Question Decided | More Info |
| 2011120101 | General Interest Question | 12/10/2011 | SEAT PAGINEGIALLE S.P.A. | European Corporate | Has a Failure to Pay Credit Event occurred with respect to SEAT PAGINEGIALLE S.P.A.? | Credit Event | The Failure to Pay in question was a failure by the Reference Entity to pay amounts due on, we understand, 27 October 2011 but in any event no later that 31 October 2011 under the loan agreement (the "Loan Agreement"), dated 22 April 2004, between the Reference Entity and Lighthouse International Company S.A. ("LIC"). The failure to pay has continued for 30 days, being the Grace Period applicable to the 8% Senior Notes due 2014 issued by LIC, the interest on which was to be paid with the amounts payable under the Loan Agreement, and thus the longest possible Grace Period applicable to the payments due under the Loan Agreement, as evidenced by the following press releases:
From the Reference Entity:
http://www.seat.it/seat/download_galleries/press/comunicati_2011/29_11_11_Cos_Seat_en_def.pdf
From LIC:
http://www.lic-sa.com/LH_PressRelease_3011.pdf
A copy of the Loan Agreement has been made available to ISDA.
| Closed | Question Decided | More Info |
| 2011120102 | General Interest Question | 12/1/2011 | SEAT PAGINEGIALLE S.P.A. | European Corporate | Has a Failure to Pay Credit Event occurred with respect to SEAT PAGINEGIALLE S.P.A.? | Credit Event | The coupon on the 8% Senior Notes 2014 issued by Lighthouse International Company S.A. (the "Notes") and guaranteed by the Reference Entity was due on 31 October 2011 subject to a 30 day grace period. That grace period expired on 30 November 2011 and the Reference Entity has now confirmed that payment will not be made. Accordingly, we believe that a Failure to Pay Credit Event has occurred in relation to the Reference Entity as guarantor of the Notes and we would ask the DC to make a determination.
A link to the Reference Entity's press release is attached below:
http://www.seat.it/seat/en/press/press_releases/2011/financial/COS_291111_EN.html
| Closed | Question Dismissed | More Info |
| 2011111401 | General Interest Question | 12/1/2011 | SEAT PAGINEGIALLE S.P.A. | European Corporate | Has a Failure to Pay Credit Event occurred with respect to SEAT PAGINEGIALLE S.P.A.? | Credit Event | The Failure to Pay in question was a failure by the Reference Entity to pay amounts due on, we understand, 27 October 2011 but in any event no later than 31 October 2011 under the loan agreement (the "Loan Agreement"), dated 22 April 2004, between the Reference Entity and Lighthouse International Company S.A. ("LIC"), as evidenced by the following Press Releases issued by LIC:
http://www.lic-sa.com/LIC04112011.pdf
and by SEAT:
http://www.seat.it/seat/download_galleries/press/comunicati_2011/09112011_Cos_Seat_eng_def.pdf (see page 8)
http://www.seat.it/seat/download_galleries/press/comunicati_2011/27_10_2011_Seat_Press_Release_English.pdf (see page 2)
A copy of the Loan Agreement is available on request from Jean-Jacques Kinnen (e-mail: jean-jacques.kinnen@dexia.com, Direct Telephone: +352 45903550) of Dexia Banque Internationale a Luxembourg, the listing agent and paying agent of the €1,300,000,000 8% Senior Notes due 2014 issued by LIC.
| Closed | Question Dismissed | More Info |
| 2011082501 | Barclays Bank PLC | 11/10/2011 | Victor Company of Japan, Limited | Japan Corporate | Has a Restructuring Credit Event occurred with respect to Victor Company of Japan, Limited? | Credit Event | Question: Has a Restructuring Credit Event occurred with respect to Victor Company of Japan, Limited?
On August 8, 2011, JVC KENWOOD Corporation (“JVC KENWOOD”) announced that, by the resolution of the bondholder’s meeting held on August 8, 2011(the “Resolution”), in relation to the No. 7 Unsecured Bond (the “Bond”) issued in August 2007 by its subsidiary, Victor Company of Japan, Limited (“JVC”), the modification of the Terms and Conditions of the Bond (the “Term Modification”) was approved. The Term Modification includes the extension of the Bond’s maturity date by one year for 50 per cent of the remaining principal balance of the Bond (JPY 6.0 billion) and by three years for the remaining 50 per cent (JPY 6.0 billion). According to the Notice of Bondholders Meeting on Term Modification (Extension of Due Date, etc.) of Subsidiary’s No. 7 Unsecured Bond, and Shelf Registration For Issue of Stock Acquisition Rights In Relation To Term Modification dated July 15, 2011 (the “Notice”), one of the reasons for implementing the Term Modification is that “JVC KENWOOD and its subsidiary Kenwood Corporation have not acquired any rating, while the rating on JVC has decreased compared with the time when JVC issued the unsecured bonds in August 2007, and hence, it is difficult to issue new bonds at the moment”. The Resolution was approved by the Yokohama District Court on August 12, 2011. The Term Modification became effective on August 25, 2011 upon the satisfaction of the condition that JVC KENWOOD had not resolved to cancel the issuance of stock acquisition rights that JVC KENWOOD resolved to issue to the holders of the Bond on August 1, 2011.
Publicly Available Information:
http://www.tse.or.jp/disc/66320/140120110715082397.pdf
http://www.tse.or.jp/disc/66320/140120110808099510.pdf
http://www.tse.or.jp/disc/66320/140120110812002819.pdf
http://www.tse.or.jp/disc/66320/140120110824005953.pdf
English translations of the above announcements:
http://www.jvckenwood.co.jp/en/press/2011/08/press_110808_02.pdf
http://www.jvckenwood.co.jp/en/press/2011/07/press_110715_02.pdf
http://www.jvckenwood.co.jp/en/press/2011/08/press_110812.pdf
http://www.jvckenwood.co.jp/en/press/2011/08/press_110825.pdf | Closed | Question Decided | More Info |
| 2011102601 | UBS Limited | 11/2/2011 | The Royal Bank of Scotland N.V. | European Corporate | Has a Succession Event occurred with respect to The Royal Bank of Scotland N.V.? | Succession Event | Effective Date of Part VII Scheme: 17 October 2001
http://www.investors.rbs.com/download/rbs_nv/RBSNV_PART7_DATE.pdf
Part VII Scheme (as sanctioned by the Court on 23 September 2011)
http://www.investors.rbs.com/download/rbs_nv/Part_VII_Scheme_sept2011.pdf
Proposed transfers of assets and liabilities of RBS N.V. to RBS plc 19th April 2011: http://www.investors.rbs.com/download/rbs_nv/rbsnv_110419.pdf | DC Deliberating | | More Info |
| 2011101001 | General Interest Question | 10/27/2011 | Fortune Brands, Inc. | North American Corporate | Has a Succession Event occurred with respect to Fortune Brands, Inc.? | Succession Event | Has a Succession Event occurred with respect to Fortune Brands, Inc. and is Beam Inc. the sole Successor?
(see 8K Filing http://www.sec.gov/Archives/edgar/data/789073/000119312511266911/d240798d8k.htm) | Closed | Question Decided | More Info |
| 2009081701 | EMEA DC Voting Members | 10/25/2011 | EMEA Historical Succession Events | European Corporate | | Succession Event | Updates to this list will be posted on an ongoing basis | Ongoing | | More Info |
| 2011092601 | Landesbank Hessen-Thüringen Girozentrale | 10/25/2011 | La Caixa | European Corporate | Has a Succession Event occurred with respect to La Caixa? | Succession Event | Transfer of Assets and Liabilities to Criteria Caixa Corp and listing of Caixa Bank
http://www.caixabank.com/informacioncorporativa/quienessomos_en.html - please see section titled “Creation of CaixaBank” | Closed | Question Decided | More Info |
| 2011100301 | UBS Limited | 10/17/2011 | Victor Company of Japan, Limited | Japan Corporate | Has a Succession Event occurred with respect to Victor Company of Japan, Limited? | Succession Event | Victor Company of Japan, Limited was merged into JVC KENWOOD Corporation with JVC KENWOOD Corporation the surviving entity.
Links to company press releases:
http://www.jvckenwood.co.jp/en/press/2011/08/press_110801_02.pdf
http://www.jvckenwood.co.jp/press/2011/10/press_111003.pdf
| Closed | Question Decided | More Info |
| 2011093001 | UBS AG | 10/13/2011 | Marshall & Ilsley Corporation | North American Corporate | Has a Succession Event occurred with respect to Marshall & Ilsley Corporation? | Succession Event | Please see Markit Summary
Markit Summary | Closed | Question Decided | More Info |
| 2011082402 | General Interest Question | 10/6/2011 | Irish Life & Permanent plc - August Restructuring | European Corporate | Has a Restructuring Credit Event occurred with respect to Irish Life & Permanent plc? | Credit Event | Link to company website: http://otp.investis.com/clients/uk/irish/rns/regulatory-story.aspx?cid=121&newsid=216963 | Closed | Question Decided | More Info |
| 2011092201 | General Interest Question | 9/29/2011 | Nationwide Health Properties, Inc. | North American Corporate | Has a Succession Event occurred with respect to Nationwide Health Properties, Inc.? | Succession Event | http://www.sec.gov/Archives/edgar/data/740260/000095012311064751/c19719e8vk.htm | Closed | Question Decided | More Info |
| 2011092301 | Americas DC Voting Members | 9/29/2011 | BJ Services Company LLC | North American Corporate | Has a Succession Event occurred with respect to BJ Services Company LLC? | Succession Event |
http://www.sec.gov/Archives/edgar/data/808362/000095012311061244/h83101e8vk.htm
http://www.sec.gov/Archives/edgar/data/808362/000095012311061244/h83101exv4w4.htm
http://www.sec.gov/Archives/edgar/data/808362/000095012311061244/0000950123-11-061244-index.htm
| Closed | Question Decided | More Info |
| 2011091301 | UBS Limited | 9/16/2011 | Dynegy Holdings Inc. | North American Corporate | Has a Succession Event occurred with respect to Dynegy Holdings Inc.? | Succession Event | Item 8.01 Other Events. On September 1, 2011, DH, then a Delaware corporation, changed its corporate form to a Delaware limited liability company pursuant to Section 266 of the General Corporation Law of the State of Delaware (the "Conversion"). In connection with the Conversion, DH filed a Certificate of Formation of Dynegy Holdings, LLC and a Certificate of Conversion pursuant to the Delaware Limited Liability Company Act with the Delaware Secretary of State. A copy of DH's Certificate of Formation and Limited Liability Company Operating Agreement are attached hereto as exhibits 3.1 and 3.2, respectively. http://www.sec.gov/Archives/edgar/data/1105055/000110465911050890/0001104659-11-050890-index.htm | Closed | Question Decided | More Info |
| 2011090906 | General Interest Question | 9/14/2011 | Marathon Oil Corporation | North American Corporate | Has a Succession Event occurred with respect to Marathon Oil Corporation? | Succession Event | http://www.sec.gov/Archives/edgar/data/101778/000010177811000034/form8k2011july1.htm
On June 30, 2011, Marathon Oil Corporation completed the spin-off of Marathon Petroleum Corporation (“MPC”) to its stockholders. MPC is now an independent public company and its common stock trades under the symbol “MPC” on the New York Stock Exchange.
As part of the spin-off, Marathon Oil Corporation ceased to guarantee $3 billion of notes issued by MPC in February 2011 (i.e., MPC became the sole obligor on the notes). The obligations assumed by MPC represented approximately 37% of the long-term debt of Marathon Oil Corporation (as per page 2 of Marathon’s 10-Q for the quarter ended March 31, 2011: http://www.sec.gov/Archives/edgar/data/101778/000010177811000020/form10q2011q1.htm).
| Closed | Question Withdrawn | More Info |
| 2011082601 | Aurelius Capital Management, LP | 9/9/2011 | Texas Competitive Electric Holdings Company LLC | Standard North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Texas Competitive Electric Holdings Company LLC? | Credit Event | PDF Document
This request relates to transactions subject to the decisions of the Credit Derivatives Determinations Committee (the “Committee”), including Standard North American Corporate CDS and bullet LCDS contracts, for which the Reference Entity is Texas Competitive Electric Holdings Company LLC (“TCEH”). We are requesting the Committee to answer two questions:
Question 1: Has a Bankruptcy Credit Event under Section 4.2(b) occurred by virtue of TCEH’s insolvency?
Question 2: Did such Credit Event occur on or after the Credit Event Backstop Date?
We believe the answer to both of these questions is resoundingly “yes.”
We believe the answer to Question 2 cannot be “no” unless the Committee reaches one of the following conclusions:
(x) TCEH is not insolvent (so the answer to Question 1 is “no”). In this event, it would be important for the Committee to report that determination, so market participants will know that this request was premature and can be re-raised at a later date if the circumstances so warrant.
(y) TCEH is insolvent, but the associated Credit Event is for some reason determined not to have occurred on or after the Credit Event Backstop Date. In this event we hereby request the Committee to report the date on which that Credit Event occurred, so market participants will learn to assert insolvency at a point in time that might otherwise appear premature to responsible market participants (as it did to us in the present instance).
Because our submission to the Committee contains tables and graphs that would not format correctly in this web-based form, we are (in accordance with our discussions with ISDA staff) sending our submission to the ISDA Secretary for further distribution to the Committee and for dissemination to the public.
We wish to ensure that our request is not misconstrued when it reaches the public domain. Nothing herein asserts a claim against, alleges a default by, or seeks any remedy from TCEH. Rather, we seek a determination that holders of TCEH credit protection are now entitled to realize the benefits of that protection as against sellers of that protection. Accordingly, TCEH should have no interest in this matter, and we would not expect TCEH to respond to or otherwise involve itself in this request. If TCEH (or an affiliate) nonetheless involves itself in the Committee’s consideration of this request, we would request the opportunity to review and respond to its submission and ask reasonable questions of its knowledgeable representatives.
| Closed | Question Decided | More Info |
| 2011090701 | Barclays Capital | 9/9/2011 | NewPage Corporation | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to NewPage Corporation? | Credit Event | This entity is a constituent of several LCDX indices.
Bankruptcy Petition:
http://www.kccllc.net/documents/8818400/8818400110907000000000001.pdf
Press Release:
http://investors.newpagecorp.com/index.php?s=43&item=202 | Closed | Question Decided | More Info |
| 2011080501 | General Interest Question | 9/2/2011 | Caja de Ahorros y Monte de Piedad de Madrid | European Corporate | Has a Succession Event occurred with respect to Caja de Ahorros y Monte de Piedad de Madrid ? | Succession Event | http://www.isda.org/uploadfiles/_docs/Bankia1.pdf
http://www.isda.org/uploadfiles/_docs/Bankia2.pdf
| Closed | Question Decided | More Info |
| 2011072101 | General Interest Question | 9/2/2011 | Caja de Ahorros de Valencia | European Corporate | Has a Succession Event occurred with respect to Caja de Ahorros de Valencia? | Succession Event | http://www.bankia.com/Portal/Home/cruce/0,0,103204_2507116*99499%24P1%3D621,00.html
http://bancaja.es/archivos/institucional/relevantes/Calificación%20Moody's.pdf
| Closed | Question Decided | More Info |
| 2011031402 | General Interest Question | 9/2/2011 | Cadbury Holdings Limited | European Corporate | Has a Succession Event occurred with respect to Cadbury Holdings Limited? | Succession Event | On 16 November 2010, consent was sought from the holders of (a) the ÂŁ300,000,000 5.375 per cent. Notes due December 2014 and (b) the ÂŁ350,000,000 7.25 per cent. Notes due July 2018, each issued by Cadbury Schweppes Finance p.l.c. (the "Issuer") and guaranteed by Cadbury Holdings Limited ("Cadbury") (collectively, the "Notes") for Kraft Foods Inc. to assume the obligations the obligations of the Issuer and Cadbury in respect of the Notes.
The requisite level of consent was obtained following a meeting of the holders of the Notes on 15 December 2010 and the terms and conditions of the 204 Notes and the 2018 Notes were amended on 16 December 2010. Following such amendments, neither the Issuer or Cadbury are obligors in respect of the Notes.
http://www.tradingmarkets.com/news/stock-alert/csg_cadbury-schweppes-finance-plc-statement-re-results-of-consent-solicitation-1369021.html | Closed | Question Decided | More Info |
| 2011061301 | General Interest Question | 8/25/2011 | TNT N.V. | European Corporate | Has a Succession Event occurred with respect to TNT N.V.? | Succession Event | I refer to the email from the DC Secretary dated 7 June 2011 setting out the information received from Markit with respect to the potential Succession Event. | Closed | Question Decided | More Info |
| 2011080502 | General Interest Question | 8/22/2011 | Caja de Ahorros del Mediterraneo | European Corporate | Has a Bankruptcy Credit Event occurred with respect to Caja de Ahorros del Mediterraneo? | Credit Event | On or about the 22nd of July 2011, the Bank of Spain, using powers under Title III of Law 26/1988 on the Discipline and Intervention of Credit Institutions, appointed the Restructuring Fund Banking Ordinance (FROB) as interim Administrator of Caja de Ahorros del Mediterraneo.
The question for consideration by the ISDA Determinations Committee is whether or not the circumstances of this appointment constituted a Bankruptcy Credit Event?
http://www.cnmv.es/Portal/HR/ResultadoBusquedaHR.aspx?nif=A86101375&division=1&ihr=2
(Document 148210 - 3rd down)
http://www.isda.org/uploadfiles/_docs/Caja_Mediterraneo.pdf
| Closed | Question Decided | More Info |
| 2011070801 | General Interest Question | 8/1/2011 | The Governor and Company of the Bank of Ireland | European Corporate | Has a Restructuring Credit Event occurred with respect to The Governor and Company of the Bank of Ireland? | Credit Event | http://www.bankofireland.com/about-boi-group/investor-relations/releases-and-presentations/stock-exchange-releases/
http://www.bankofireland.com/fs/doc/wysiwyg/Exchange%20Offers%20and%20Consent%20Solicitations%2008%20June%202011(2).pdf | Closed | Question Decided | More Info |
| 2011070402 | General Interest Question | 8/1/2011 | Irish Life & Permanent plc | European Corporate | Has a Restructuring Credit Event occurred with respect to Irish Life & Permanent plc? | Credit Event | http://www.irishlifepermanent.ie/investor-relations/regulatory-announcements.aspx
| Closed | Question Decided | More Info |
| 2011062001 | General Interest Question | 6/30/2011 | Allied Irish Banks plc | European Corporate | Has a Failure to Pay Credit Event occurred with respect to Allied Irish Banks plc? | Credit Event | See more on aib.ie site | Closed | Question Decided | More Info |
| 2011062201 | TD Securities | 6/30/2011 | Prologis | North American Corporate | Has a Succession Event occurred with respect to Prologis? | Succession Event | See more on ir.prologis.com site | Closed | Question Decided | More Info |
| 2011062002 | Barclays Capital | 6/30/2011 | Northrop Grumman Corporation | Standard North American Corporate | Has a Succession Event occurred with respect to Northrop Grumman Corporation? | Succession Event | We refer to the email from the ISDA DC Secretary dated June 10, 2011.
Pursuant to a plan to spin off its shipbuilding business, on March 30, 2011, the Reference Entity merged into Titan Merger Sub Inc., and changed its name to Tital II Inc. In connection with this spin off, New P, Inc., succeeded to substantially all of the debt of the Reference Entity, and changed its name to Northrop Grumman Corporation.
http://media.corporate-ir.net/media_files/IROL/11/112386/HII_Information_Statement.pdf
http://www.sec.gov/Archives/edgar/data/1133421/000095012311032455/v59140e8vk.htm | Closed | Question Decided | More Info |
| 2011060901 | General Interest Question | 6/21/2011 | Allied Irish Banks plc | European Corporate | Has a Restructuring Credit Event occurred with respect to Allied Irish Banks plc? | Credit Event | See more on londonstockexchange.com site | Closed | Question Decided | More Info |
| 2011052001 | Societe Generale | 6/1/2011 | NTC S.A. (formerly Angel Lux Common S.A.) | European Corporate | Has a Bankruptcy Credit Event occurred with respect to NTC S.A. (formerly Angel Lux Common S.A.)? | Credit Event | The Reference Entity was incorporated under Luxembourg law. On 11 May 2011 the Reference Entity passed a resolution to close its voluntary liquidation, and submitted this to the Registre de Commerce et des Sociétés of Luxembourg. The Registre de Commerce et des Sociétés published the dépôt de radiation of the Reference Entity on 16 May 2011. The resolution is available on its website http://www.rcsl.lu. More specifically we therefore wish to ask whether by virtue of the above events a Bankruptcy Credit Event under Section 4.2(a) or Section 4.2(h) (by reference to Section 4.2(a)) of the 2003 ISDA Credit Derivatives Definitions has occurred with respect to the Reference Entity. In this regard, we understand that the legal personality which a Luxembourg company has under Luxembourg law in order to complete its voluntary liquidation ceases to exist when the liquidation is closed. | Closed | Question Decided | More Info |
| 2010012901 | Japan DC Voting Members | 5/18/2011 | Japan Historical Succession Events | Japan Corporate | | Succession Event | Updates to this list will be posted on an ongoing basis | Ongoing | | More Info |
| 2010102801 | General Interest Question | 5/10/2011 | Raiffeisen Zentralbank Ă–sterreich Aktiengesellschaft | European Corporate | Has a Succession Event occurred with respect to Raiffeisen Zentralbank Ă–sterreich Aktiengesellschaft ? | Succession Event | On 9 October 2010 the demerger of the main part of RZB's assets and liabilities, constituting RZB's "corporate customer business" division including associated shareholdings, to Cembra Beteiligungs AG ("Cembra"), a wholly-owned indirect subsidiary of RZB, was registered in the Austrian commercial register.
On 10 October 2010 the merger of Cembra into its majority-owned subsidiary Raiffeisen International Bank-Holding AG ("RI") was registered in the Austrian commercial register. On the same day RI, being the absorbing entity of the merger, changed its name to Raiffeisen Bank International AG.
http://www.rzb.at/eBusiness/rzb_template2/677051657971876801-NA-684405692831892389-NA-10-EN.html | Closed | Question Decided | More Info |
| 2011021601 | General Interest Question | 5/10/2011 | Brisa Finance B.V. | European Corporate | Has a Succession Event occurred with respect to Brisa Finance B.V.? | Succession Event | On or about 5 January 2011, the Brisa Group confirmed the substitution of Brisa Finance B.V. as issuer of the EUR500,000,000 4.797% Notes due 2013 for Brisa – Concessão Rodoviária, S.A. in the context of the completion of the corporate/business reorganisation of the Brisa Group.
| Closed | Question Decided | More Info |
| 2011030401 | General Interest Question | 5/10/2011 | Brisa Autoestradas de Portugal, S.A. | European Corporate | Has a Succession Event occurred with respect to Brisa Autoestradas de Portugal, S.A.? | Succession Event | http://www.brisa.pt/ResourcesUser/Investidores/Comunicados/BrisaIRDay2010_small.pdf
Pages 94, 96, 108 and 122
Additionally there is a Fitch document available on Bloomberg | Closed | Question Decided | More Info |
| 2011030101 | Goldman Sachs | 5/10/2011 | Brixton PLC | European Corporate | Has a Succession Event occurred with respect to Brixton PLC? | Succession Event | | Closed | Question Decided | More Info |
| 2011042901 | Citigroup Global Markets Limited | 5/6/2011 | Cranes Software International Limited | Asia Corporate | Has a Failure to Pay Credit Event occurred with respect to Cranes Software International Limited? | Credit Event | The Reference Entity has failed to respond to an acceleration notice from the Bank of New York Mellon, in its capacity as trustee for the EUR 42,000,000 2.50% Convertible Bonds due 2011 issued by the Reference Entity (ISIN: XS0244289152) that the Reference Entity's payment obligations under these bonds were immediately due and payable.
http://www.isda.org/uploadfiles/_docs/Cranes_PAI.PDF
| Closed | Question Decided | More Info |
| 2011012801 | General Interest Question | 4/28/2011 | Mariner Energy, Inc. | North American Corporate | Has a Succession Event occurred with respect to Mariner Energy, Inc.? | Succession Event | http://www.sec.gov/Archives/edgar/data/1022345/000095012310106317/h77786e8vk.htm
http://www.sec.gov/Archives/edgar/data/1022345/000095012310101825/h76865e10vq.htm
http://www.sec.gov/Archives/edgar/data/6769/000095012310105858/h77758e8vkza.htm
http://www.sec.gov/Archives/edgar/data/1022345/000095012310106317/h77786exv4w9.htm
http://www.sec.gov/Archives/edgar/data/1022345/000095012310106317/h77786exv4w5.htm
http://www.sec.gov/Archives/edgar/data/1022345/000095012310035583/h72257exv2w1.htm
| Closed | Question Decided | More Info |
| 2011042602 | UBS Limited | 4/26/2011 | Allied Irish Banks, plc | European Corporate | Has a Restructuring Credit Event occurred with respect to Allied Irish Banks, plc? | Credit Event | Link to AIB press release | Closed | Question Withdrawn | More Info |
| 2009091001 | Asia Ex-Japan DC Voting Members | 4/21/2011 | Asia Ex-Japan Historical Succession Events | Asia Corporate | | Succession Event | Updates to this list will be posted on an ongoing basis | Ongoing | | More Info |
| 2011040401 | Americas DC Voting Members | 4/14/2011 | New Albertson's, Inc. | North American Corporate | With reference to the Determinations Committee's powers under Section 3.8 of the Credit Derivatives Determinations Committees Rules, do you agree that the corporate events related to New Albertson's, Inc. by which it changed its jurisdiction of incorporation from Delaware to Ohio on December 26, 2008 should be treated as a name change for purposes of Relevant Transactions entered into on or prior to the date of the Determinations Committee's ruling on this question? | Other | http://www.sec.gov/Archives/edgar/data/95521/000095013709000143/c48042exv4w1.htm
http://www.sec.gov/Archives/edgar/data/95521/000095013709000143/0000950137-09-000143-index.htm | Closed | Question Decided | More Info |
| 2009110201 | UBS AG | 3/24/2011 | CIT Group Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to CIT Group Inc.? | Credit Event | Link to press release announcing chapter 11 filing
Link to chapter 11 filing | Closed | Question Decided | More Info |
| 2011031701 | BNP Paribas | 3/22/2011 | SK Energy Co., Ltd | Asia Corporate | Has a Succession Event occurred with respect to SK Energy Co., Ltd? | Succession Event | On 1st January 2011 SK Energy Co., Ltd changed its name to SK Innovation Co. Ltd and on the same day spun off parts of its business to two new entities: SK Global Chemical Co., Ltd and SK Energy Co., Ltd.
| Closed | Question Rejected | More Info |
| 2009081101 | Americas DC Voting Members | 3/21/2011 | Americas Historical Succession Events | North American Corporate | | Succession Event | Updates to this list will be posted on an ongoing basis | Ongoing | | More Info |
| 2010020301 | Australia-New Zealand DC Voting Members | 3/21/2011 | Australia-New Zealand Historical Succession Events | Australia Corporate / New Zealand Corporate | | Succession Event | Updates to this list will be posted on an ongoing basis | Ongoing | | More Info |
| 2011031401 | UBS AG | 3/21/2011 | Maytag Corporation | North American Corporate | Has a Succession Event occurred with respect to Maytag Corporation? | Succession Event | Link to Tenth Supplemental Indenture dated as of 30 December 2010:
http://www.sec.gov/Archives/edgar/data/106640/000119312511035529/dex4vi.htm | Closed | Question Decided | More Info |
| 2011031101 | General Interest Question | 3/15/2011 | Republic of Ireland | Western European Sovereign | Has a Restructuring Credit Event occurred with respect to Republic of Ireland? | Credit Event | See Link
http://www.isda.org/uploadfiles/_docs/IssueNo2011031101_Republic_of_Ireland.pdf
| Closed | Question Decided | More Info |
| 2010122201 | General Interest Question | 2/8/2011 | Anglo Irish Bank Corporation Limited Credit Event – December Restructuring | European Corporate | Has a Restructuring Credit Event occurred with respect to Anglo Irish Bank Corporation Limited? | Credit Event | http://www.angloirishbank.com/Media-Centre/Press_Release_HTML/Results_Announcement.pdf | Closed | Question Decided | More Info |
| 2011020201 | General Interest Question | 2/4/2011 | Sbarro Inc | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Sbarro Inc? | Credit Event | Sbarro has gone into forbearance but not before it failed to pay it's bond obligations. We think this should trigger a failure to pay. thanks
http://online.wsj.com/article/SB10001424052748704458204576074214100579944.html
http://www.reuters.com/article/2011/01/06/sbarro-idUSN0615165620110106?feedType=RSS&feedName=marketsNews | Closed | Question Dismissed | More Info |
| 2010111901 | General Interest Question | 1/19/2011 | Aioi Insurance | Japan Corporate | Has a Succession Event occurred with respect to Aioi Insurance? | Succession Event | http://www.ms-ad-hd.com/en/company/history/index.html | Closed | Question Decided | More Info |
| 2010122801 | Citi | 12/29/2010 | Pathmark Stores, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Pathmark Stores, Inc.? | Credit Event | On December 12, 2010, a Credit Event occurred with respect to Pathmark Stores, Inc., when it filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Such action constituted a Credit Event under the definition of Bankruptcy.
Link (see Schedule 2): http://amlawdaily.typepad.com/files/ap-ch-11-filing.pdf
| Closed | Question Decided | More Info |
| 2010121401 | General Interest Question | 12/16/2010 | The Great Atlantic & Pacific Tea Company, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to The Great Atlantic & Pacific Tea Company, Inc.? | Credit Event | http://www.bloomberg.com/news/2010-12-14/vitro-broadstripe-point-blank-centaur-banning-bankruptcy.html
http://www.aptea.com/pressRoom_article.asp?id=216
| Closed | Question Decided | More Info |
| 2010112301 | General Interest Question | 12/13/2010 | Anglo Irish Bank Corporation Limited | European Corporate | Has a Restructuring Credit Event occurred with respect to Anglo Irish Bank Corporation Limited? | Credit Event | http://www.angloirishbank.com/Media-Centre/Press_Release_HTML/Results_of_Meeting_2017_Notes_Meeting_XS0305277807.pdf | Closed | Question Decided | More Info |
| 2010110901 | UBS AG | 12/10/2010 | Ambac Financial Group, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Ambac Financial Group, Inc.? | Credit Event | http://ir.ambac.com/phoenix.zhtml?c=80774&p=irol-newsArticle&ID=1493605&highlight= | Closed | Question Decided | More Info |
| 2010111201 | General Interest Question | 12/9/2010 | Coca Cola Enterprises Inc. | North American Corporate | Has a Succession Event occurred with respect to Coca Cola Enterprises Inc.? | Succession Event | 8K- filed by Coca Cola Co October 5,2010
On October 2, 2010, the Company completed its previously announced acquisition of the North American operations of CCE, pursuant to the terms of the Business Separation and Merger Agreement, dated as of February 25, 2010 (as amended, the “Merger Agreement”), by and among the Company, CCE, International CCE Inc. (“New CCE”) and Merger Sub.
Pursuant to the terms of the Merger Agreement, (1) prior to the consummation of the Merger, CCE consummated a series of “separation transactions” as a result of which the businesses of CCE (other than CCE’s business in the United States, Canada (other than CCE’s Canadian finance company), the British Virgin Islands, the United States Virgin Islands and the Cayman Islands, as well as a substantial majority of the corporate operating segment of CCE) were transferred to New CCE, and (2) Merger Sub merged with and into CCE, with CCE surviving as a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of CCE common stock not held by the Company or any dissenting shareowners was converted into the right to receive one share of New CCE common stock and $10.00 in cash, without interest.
In connection with the Merger, CCE was renamed “Coca-Cola Refreshments USA, Inc.”, and New CCE was renamed “Coca-Cola Enterprises, Inc.”
8K- filed by Coca Cola Co October 29,2010
Although the CCE transaction was structured to be primarily cashless, under the terms of the merger agreement, we agreed to assume approximately $8.9 billion of CCE debt and that in the event that the actual CCE debt on the acquisition date was less than the agreed amount, we would make a cash payment to New CCE for the difference. As of the acquisition date, the debt assumed by the Company was approximately $8.0 billion. The total cash consideration paid to New CCE as part of the transaction was approximately $1.3 billion, which included approximately $0.9 billion related to the debt shortfall. The cash payment was made prior to the close of our third quarter of 2010. See discussion of our related party receivable below.
Question:
Coca Cola Co. assumed $8 billion of debt from Coca Cola Enterprises Inc.. Has a succession event occurred ? | Closed | Question Decided | More Info |
| 2010070201 | Mitsubishi UFJ Morgan Stanley | 12/9/2010 | Nippon Oil Corporation | Japan Corporate | Has a Succession Event occurred with respect to Nippon Oil Corporation? | Succession Event | http://www.hd.jx-group.co.jp/english/newsrelease/2010/20100401_01.html
http://www.hd.jx-group.co.jp/english/newsrelease/noc/2009/e71_enpr_100127.html | Closed | Question Decided | More Info |
| 2010120201 | Not Applicable | 12/3/2010 | Not applicable | Not applicable | Resolutions under paragraph 4(h) of the Big Bang Protocol and the Small Bang Protocol | Other | Please see resolutions under "More Info" for details | Closed | Question Decided | More Info |
| 2010112601 | General Interest Question | 11/30/2010 | Anglo Irish Bank Corporation Limited | European Corporate | Is the Obligation Anglo Irish Bank Float 2017, ISIN XS0305277807, in the non-consented format a deliverable obligation (in the relevant maturity buckets)?
If yes, is it deliverable with its (full and original) principal value (1.000,- EUR per unit)?
If both yes, does the auction have to be made at a time early before the call-right of the issuer is exercised by the company in order to make this obligation be able to take part in the settlement auction and all the relevant processes related with it?
| Other | http://www.angloirishbank.com/Media-Centre/Press_Release_HTML/Results_of_Meeting_2017_Notes_Meeting_XS0305277807.pdf | Closed | Question Decided | More Info |
| 2010111601 | General Interest Question | 11/23/2010 | Brisa Finance B.V | European Corporate | Has a Succession Event occurred with respect to Brisa Finance B.V? | Succession Event | on 5Nov, succesion toward Brisa - Concessao Rodoviaria, S.A
http://www.brisa.pt/ResourcesUser/Investidores/Comunicados/EN/BrisaAOBR5NovUK.pdf | Closed | Question Rejected | More Info |
| 2010101201 | UBS AG | 11/18/2010 | SANYO SHINPAN FINANCE CO., LTD. | Japan Corporate | Has a Succession Event occurred with respect to SANYO SHINPAN FINANCE CO., LTD. ? | Succession Event | On 1 October 2010, Sanyo Shinpan Finance Co., Ltd. was merged into Promise Co. Ltd. via a two step merger with Promise the surviving entity. | Closed | Question Decided | More Info |
| 2010092801 | General Interest Question | 10/28/2010 | Takefuji Corporation | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to Takefuji Corporation? | Credit Event | http://www.takefuji.co.jp/corp/nwrs/detail/100928_1.pdf | Closed | Question Decided | More Info |
| 2010092301 | Barclays Capital Inc. | 9/30/2010 | Blockbuster Inc. | Standard North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Blockbuster Inc.? | Credit Event | http://blockbuster.mediaroom.com/index.php?s=119&item=929
http://www.kccllc.net/documents/1014997/1014997100923000000000001.pdf
http://www.bloomberg.com/news/2010-09-23/blockbuster-video-rental-chain-files-for-bankruptcy-protection.html | Closed | Question Decided | More Info |
| 2010092302 | General Interest Question | 9/27/2010 | XL Capital Ltd | North American Corporate | Has a Succession Event occurred with respect to XL Capital Ltd? | Succession Event | http://www.isda.org/uploadfiles/_docs/Markit_Factual_Summary_s1_XL_Capital_Ltd_21_July_ 2010.pdf
| Closed | Question Rejected | More Info |
| 2010082501 | General Interest Question | 9/17/2010 | Energy Future Holdings Corp. | North American Corporate | Has a Succession Event occurred with respect to Energy Future Holdings Corp.? | Succession Event | Memorandum To: ISDA Americas Determinations Committee (the "DC")
Date: 8/25/2010
Re: Energy Future Holdings Corp.
1. Question Presented: Has a Succession Event occurred with respect to Energy Future Holdings Corp.(the "Question Presented")?
2. Background:
Entities
I. Energy Future Holdings Corp. ("EFH Corp."), the "Reference Entity".
II.
Energy Future Intermediate Holding Company LLC ("EFIH"), a direct, wholly owned subsidiary of EFH
Corp.
III. EFIH Finance Inc. ("EFIH Finance"), a direct, wholly owned subsidiary of EFIH.
IV. Oncor
Electric Delivery Holdings Company LLC ("Oncor Holdings"), a direct, wholly-owned subsidiary of
EFIH.
V. Oncor Electric Delivery Company LLC ("Oncor"), a direct, majority-owned subsidiary of
Oncor Holdings.
See Page 16 at
http://sec.gov/Archives/edgar/data/1445146/000119312510190042/d424b3.htm for more detailed entity
information.
July 2010. On July 16, 2010, EFH Corp. announced that its direct, wholly-owned subsidiary, EFIH, and
EFIH's direct, wholly-owned subsidiary, EFIH Finance, would commence exchange offers (the
"Exchange Offers") to exchange the outstanding 11.250%/12.000% Senior Toggle Notes due 2017 and
10.875% Senior Notes due 2017 of EFH Corp. (collectively, the "Old Notes") for up to $2.18 billion
aggregate principal amount of 10.000% Senior Secured Notes due 2020 to be issued by the EFIH and
EFIH Finance (the "New Senior Secured Notes") and an aggregate of $500 million in cash, upon the
terms and subject to the conditions set forth in the prospectus relating to the Exchange Offers (the
"Prospectus") and the related Consent and Letter of Transmittal. The maximum aggregate principal
amount of New Senior Secured Notes issuable in the Exchange Offers, which is referred to herein as the
"Maximum Exchange Amount," will not exceed $2.18 billion. Source:
http://www.energyfutureholdings.com/news/newsrel/deta il.aspx?prid=1344 The purpose of the Exchange
Offers is to reduce the outstanding principal amount, reduce interest expense and extend the weighted
average maturity, of the long-term debt of EFH Corp. and its subsidiaries. Source:
http://www.energyfutureholdings.com/news/newsrel/detail.aspx?prid=1344
August 2010. On August 13, 2010, EFH Corp. announced the expiration and final results of the
exchanges offers. Source: http://www.energyfutureholdings.com/news/newsrel/detail.aspx?prid=1355 On
August 16, 2010, EFH Corp., EFIH and EFIH Finance filed a final prospectus related to the exchange
offers. Source: http://sec.gov/Archives/edgar/data/1445146/000119312510190042/d424b3.htm
3. Results of the Exchange Offers: The Bonds exchanged represent greater than 25% but less than 75% of
EFH Corp.'s relevant obligations. The table below (Figure 1) from the August 16, 1020 prospectus sets
forth EFH Corp.'s cash and cash equivalents and capitalization as of June 30, 2010 including pro forma as
adjusted for the exchange. Figure 1. Energy Future Holdings Corp. Capitalization Table As Further
Actual As Adjusted Adjusted (a) (millions of dollars) Cash and cash equivalents 1,211 1,204 721 EFH
Corp.: 5.55% due 2014 983 434 434 6.5% due 2024 740 740 740 6.55% due 2034 744 744 744 10.875%
due 2017 1,812 1,787 359 11.25%/12% due 2017 2,758 2,705 539 9.75% due 2019 115 115 115 10.0%
due 2020 606 1,061 1,061 Capital lease obligations 7 7 7 Unamortized fair value discount -569 -493 -493
Total EFH Corp. debt 7,196 7,100 3,506 EFIH: 9.75% due 2019 141 141 141 10.0% due 2020 - - 2,180
Unamortized fair value discount- - - Total EFIH debt 141 141 2,321 Note: "Actual": on an actual basis;
"As Adjusted": on an as adjusted basis to give effect to repurchases and exchanges of EFH Corp.'s and its
subsidiaries' notes since June 30, 2010 described in the Prospectus under "Summary-Recent
Developments" and under "Debt Related Activity in 2010 - 2010 Debt Exchanges and Repurchases" in
Note 6 to EFH Corp.'s unaudited historical interim condensed consolidated financial statements and
related notes for the three and six months ended June 30, 2010 included elsewhere in the Prospectus; and
"As Adjusted Further": on an adjusted basis to give effect to the completion of the exchange offers.
Source: http://sec.gov/Archives/edgar/data/1445146/000119312510190042/d424b3.htm (see page 80).
4. Analysis: Definition of Succession Event: Under the 2003 Definitions, an entity must succeed to a
specified minimum percentage of Relevant Obligations of the Reference Entity by way of a Succession
Event. "Succession Event" means an event such as a merger, consolidation, amalgamation, transfer of
assets or liabilities, demerger, spin-off or other similar event in which an entity succeeds to the
obligations of another entity, whether by operation of law or pursuant to any agreement. Notwithstanding
the foregoing, "Succession Event" shall not include an event in which the holders of obligations of the
Reference Entity exchange such obligations for the obligations of another entity, unless such exchange
occurs in connection with a merger, consolidation, amalgamation, transfer of assets or liabilities,
demerger, spin-off or other similar event. Application of Definition to EFH Corp.: We ask the DC to
consider and evaluate the following factors with respect to the Question Presented: (We note that some of
below the below factors involve calculations based on our own internal review and should be verified by
the DC.) . We calculate EFH Corp.'s Relevant Obligations as approximately $7,586 million prior to the
exchange. In aggregate $3,593.7 million relevant obligations were exchanged, representing approximately
47.4% of EFH Corp.'s Relevant Obligations. (Excluding the cash portion of the exchange, we estimate
approximately $2,913 million EFH Corp. bonds were exchanged, representing approximately 38.4% of
EFH Corp.'s Relevant Obligations.) We note that the new 10% Senior Secured Notes are issued by
Energy Future Intermediate Holding Company and EFIH Finance Inc. and will not be guaranteed by EFH
Corp. . Based on the information provided in the August 16, 2010 prospectus, EFH Corp. transferred
$440 million of cash to EFIH in connection with or just prior to the exchange. Also, EFH Corp. considers
the bond exchange a "recapitalization" (See page 216 of the prospectus which states; "EFH Corp. intends
to take the position that the exchange of Old Notes for New EFIH Senior Secured Notes will qualify as a
recapitalization.") . In our view, the exchange and resulting recapitalization/reorganization should be
considered a significant corporate event that should be included under "a merger, consolidation,
amalgamation, transfer of assets or liabilities, demerger, spinoff or other similar event." Additionally, the
bond exchange was not an isolated event, rather it represented a broader recapitalization and reflected
EFH Corp.'s decision to transfer the financing operations related to its interest in Oncor Holdings to EFIH
(from EFH Corp.). In our view, the transfer of the financing operations is analogous to a demerger or
spin-off. . We think that the recapitalization is a meaningful structural change affecting the Reference
Entity which fundamentally alters the credit risk represented by the credit default swap. The bonds
exchanged represent a significant portion, in both overall amount ($3,593.7 million) and as a percentage
(approximately 47.4%), of EFH Corp.'s relevant obligations prior to the exchange. . EFH Corp.
contributed $440 million to EFIH in connection with the exchange/recapitalization. This should fall under
the definition of a "transfer of assets" which is taking place as part of a larger corporate
reorganization/recapitalization. . Finally, the collateral securing the new 10% Secured notes will consist
of a pledge of all of the membership interests EFIH owns in Oncor Holdings. Oncor Holdings owns
approximately 80% of Oncor Electric Delivery's outstanding membership interests. The granting of
security to bondholders could represent a transfer or a spin-off of assets to bondholders. Pro forma, for the
new $2.18 billion 10% Secured notes, there is approximately $3.5 billion of debt secured by the
membership interests, representing approximately 64% of the book value of the investment (as of June
30, 2010 EFH Corp./EFIH's investment in Oncor Holdings was on its balance sheet for $5.45 billion), up
from approximately 24% prior to the Exchange Offers. We view the granting of security as a significant
event because the Old Notes were unsecured. | Closed | Question Decided | More Info |
| 2010072201 | UBS Limited | 8/24/2010 | Fortis Bank (Nederland) N.V. | European Corporate | Has a Succession Event occurred with respect to Fortis Bank (Nederland) N.V.? | Succession Event | On 1 July 2010, Fortis Bank (Nederland) N.V. merged into ABN AMRO Bank N.V. (ABN AMRO) with ABN AMRO the surviving entity. | Closed | Question Decided | More Info |
| 2010081901 | Barclays Capital Inc. | 8/23/2010 | Boston Generating LLC | Standard North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Boston Generating LLC? | Credit Event | Link 1
Link 2
Boston Generating LLC is an index constituent of LCDX 14. | Closed | Question Decided | More Info |
| 2010062401 | Mizuho Securities Co., Ltd. | 8/12/2010 | Mitsubishi UFJ Securities Co., Ltd. | Japan Corporate | Has a Succession Event occurred with respect to Mitsubishi UFJ Securities Co., Ltd.? | Succession Event | http://www.sc.mufg.jp/english/e_press/pdf/e_press20091118.pdf
http://www.sc.mufg.jp/english/e_press/pdf/e_press20091225.pdf
http://www.morganstanley.co.jp/press/docs_en/100330_en.pdf
| Closed | Question Decided | More Info |
| 2010072601 | General Interest Question | 8/12/2010 | BJ Services Company | North American Corporate | Has a Succession Event occurred with respect to BJ Services Company? | Succession Event | http://www.sec.gov/Archives/edgar/data/864328/000095012310043651/h72719e8vk.htm
Excerpt:
On April 28, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of August 30, 2009 by and among Baker Hughes Incorporated (“Baker Hughes”), BSA Acquisition LLC (“Merger Sub”) and BJ Services Company (the “Company”), the Company merged with and into Merger Sub (the “Merger”), and the separate existence of the Company ceased. As the surviving entity of the Merger, Merger Sub is the successor registrant to the Company and has been renamed BJ Services Company LLC.
Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2010, Baker Hughes, Merger Sub and the Company executed and delivered to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated as of June 8, 2006 (the “Indenture”), among the Company and the Trustee. Pursuant to the Fourth Supplemental Indenture, Merger Sub, upon consummation of the Merger, assumed all of the obligations of the Company in respect of (1) the 5.75% senior notes due 2011 (the “2011 Notes”) issued by the Company pursuant to the First Supplemental Indenture to the Indenture (the “First Supplemental Indenture”), dated as of June 8, 2006, among the Company and the Trustee and (2) the 6.00% senior notes due 2018 (the “2018 Notes”) issued by the Company pursuant to the Third Supplemental Indenture to the Indenture (the “Third Supplemental Indenture”), dated as of May 19, 2008, among the Company and the Trustee.
... | Closed | Question Decided | More Info |
| 2010071401 | Mitsubishi UFJ Morgan Stanley Securities | 7/14/2010 | The Senshu Bank/ Bank of Ikeda, Ltd. | Japan Corporate | Has a Succession Event occurred with respect to The Senshu Bank/ Bank of Ikeda, Ltd.? | Succession Event | Supporting links:
http://www.r-i.co.jp/eng/body/cfp/news_release_C/2010/05/news_release_2010-C-405_01.pdf
http://www.sihd-bk.jp/kokuchi/i/pc.html - in Japanese
http://www.sihd-bk.jp/ - in Japanese
http://www.r-i.co.jp/jpn/body/cfp/news_release_C/2010/04/news_release_2010-C-356_01.pdf - in Japanese, but we understand this is a key document
| Closed | Question Withdrawn | More Info |
| 2010062901 | Americas DC Voting Members | 7/13/2010 | ERAC USA Finance Company | North American Corporate | With reference to the Determinations Committee's powers under Section 3.8 of the Credit Derivatives Determinations Committees Rules, do you agree that the corporate events related to ERAC USA Finance Company's conversion into ERAC USA Finance LLC on July 31, 2009 should be treated as a name change for purposes of Relevant Transactions entered into on or prior to the date of the Determinations Committee's ruling on this question? | Other | N/A | Closed | Question Decided | More Info |
| 2010070101 | UBS | 7/12/2010 | Truvo Subsidiary Corp. | European Corporate | Has a Bankruptcy Credit Event occurred with respect to Truvo Subsidiary Corp.? | Credit Event | http://www.bloomberg.com/news/2010-07-01/truvo-usa-files-for-chapter-11-protection-in-bankruptcy-court-in-new-york.html
http://in.reuters.com/article/idINSGE6600FY20100701
Truvo Subsidiary Bankruptcy Filing | Closed | Question Decided | More Info |
| 2010070701 | JAPAN DC Voting Members | 7/8/2010 | JAPAN New Succession Event Requests | Japan Corporate | See JAPAN DC resolution attached | Other | Standing resolution put in place by the JAPAN DC Voting Members which provides for consideration of each new potential Successor request by the JAPAN DC to be deferred until the matter has been reviewed by the JAPAN DC legal subcommittee. The question will automatically pass down to the legal subcommittee unless a voting member of the JAPAN DC requests that the DC meet earlier. | Closed | Question Decided | More Info |
| 2010062201 | EMEA DC Voting Members | 6/22/2010 | EMEA New Succession Event Requests | European Corporate | See EMEA DC resolution attached | Succession Event | Standing resolution put in place by the EMEA DC Voting Members which provides for consideration of each new potential Successor request by the EMEA DC to be deferred until the matter has been reviewed by the EMEA DC legal subcommittee. The question will automatically pass down to the legal subcommittee unless a voting member of the EMEA DC requests that the DC meet earlier. | Closed | Question Decided | More Info |
| 2010061001 | Credit Suisse International | 6/22/2010 | Cable & Wireless PLC | European Corporate | Has a Succession Event occurred with respect to Cable & Wireless PLC? | Succession Event | Earlier this year, Cable and Wireless PLC (C&W PLC) demerged its UK/European operations into a separate company called Cable and Wireless Worldwide PLC. That left C&W PLC holding only the emerging markets telecom operations, including operators in Panama, Macau, Monaco and a number of Caribbean island states. These are now held by a new holding company called Cable and Wireless Communications PLC. As part of this demerger, several obligations were transferred to Cable and Wireless Worldwide. The demerger was effective on the morning of March 26. A Mark-it factual summary of this event is available.
| Closed | Question Decided | More Info |
| 2010060102 | Goldman Sachs | 6/14/2010 | Nordic Telephone Company Administration ApS | European Corporate | Has a Succession Event occurred with respect to Nordic Telephone Company Administration ApS? | Succession Event | See the Markit Factual Summary circulated by the ISDA DC Secretary on 23 April confirming that a merger occurred in relation to Nordic Telephone Company Administration ApS on 13 April 2010 and Angel Lux Common S.A. (previously Angel Lux Common S.a.r.l) is the surviving entity and assumed all obligations of Nordic Telephone Company Administration ApS
http://www.isda.org/uploadfiles/_docs/Markit_Factual_Summary_Nordic_Telephone_Company_Administration_ApS.pdf | Closed | Question Decided | More Info |
| 2010032501 | UBS AG | 6/1/2010 | Ambac Assurance Corporation | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Ambac Assurance Corporation? | Credit Event | http://www.ambacpolicyholders.com/ | Closed | Question Decided | More Info |
| 2010050401 | Credit Suisse | 5/5/2010 | Affiliated Computer Services, Inc. | North American Corporate | Has a Succession Event occurred with respect to Affiliated Computer Services, Inc.? | Succession Event | http://www.isda.org/dc/docs/MarkitFactualSummary-AffiliatedComputerServicesInc28Apr2010.pdf | Closed | Question Decided | More Info |
| 2010030301 | General Interest Question | 5/5/2010 | Northwest Airlines, Inc. | North American Corporate | Has a Succession Event occurred with respect to Northwest Airlines, Inc.? | Succession Event | As per page 2 of Delta Air Lines Inc.'s 10-K filed on February 24, 2010, in October 2008, a wholly-owned subsidiary of Delta merged with and into Northwest Airlines Corporation (“Northwest”). As a result of this merger, Northwest and its subsidiaries, including Northwest Airlines, Inc. (“NWA”), became wholly-owned subsidiaries of Delta. On December 31, 2009, NWA merged with and into Delta, ending NWA’s existence as a separate entity.
Link to the 10-K | Closed | Question Decided | More Info |
| 2010011901 | UBS AG | 4/22/2010 | Japan Airlines Corporation | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to Japan Airlines Corporation? | Credit Event | Japan Airlines Corporation filed a petition for corporate reorganization with the Tokyo District Court.
Link to JAL press release | Closed | Question Decided | More Info |
| 2010041301 | Goldman Sachs | 4/22/2010 | Burlington Northern Santa Fe, Corporation | North American Corporate | Has a Succession Event occurred with respect to Burlington Northern Santa Fe, Corporation? | Succession Event | Based on the attached 8K, we believe a succession event occurred on February 12, 2010 when the Reference Entity was merged into a subsidiary of Berkshire Hathaway, Inc. The merger sub (and successor) was renamed Burlington Northern Santa Fe, LLC upon the consummation of the merger.
Link | Closed | Question Decided | More Info |
| 2010030801 | BNP Paribas | 4/14/2010 | Nordic Telephone Company Holding ApS | European Corporate | Has a Succession Event occurred with respect to Nordic Telephone Company Holding ApS? | Succession Event | See website link - http://tdc.com/ir/releases/index.php?id=466940
In connection with the merger of Nordic Telephone Company Holding ApS (NTCH), Nordic Telephone Company Finance ApS, Nordic Telephone Company Investment ApS and Nordic Telephone Company Administration ApS (NTCA), the latter has received Nordic Telephone Company Holding ApS' 174,369,910 shares in TDC A/S, equivalent to 87.9% of the aggregate share capital and 87.9% of the total voting rights. NTCH was dissolved as part of the merger and NTCA repaces NTCH as issuer under the 2016 Notes.There are no other bonds at the NTCH entity. | Closed | Question Decided | More Info |
| 2009122402 | UBS | 3/30/2010 | AIFUL Corporation | Japan Corporate | Has a Restructuring Credit Event occurred with respect to AIFUL Corporation? | Credit Event | Due to its financial difficulties, AIFUL Corporation ("Aiful") filed for the Business Revitalisation ADR process on 24 September 2009 with a view to revitalising their business with financial support and co-operation from the creditors participating in the Business Revitalisation ADR through modification to repayment schedules for loan obligations held by such creditors and other measures. At the final meeting on 24 December 2009, Aiful, upon receiving the unanimous consent of the participating creditors, agreed that the maturity dates for the principal of the loan obligations held by such participating creditors have been deferred, and the repayment schedules have been changed, the main content of which will be to maintain the balance until September 29, 2010 and make payments on September 30, 2010, June 10, 2011, June 10, 2012, June 10, 2013 and June 10, 2014 with Yen 10,000 million being the aggregate repayment amount for the payment on September 30, 2010 and Yen 16,500 million being the aggregate repayment amount on each of the other payment dates. This restructuring of the loans shall bind all creditors participating in the Business Revitalisation ADR and the aggregate principal amount of the restructured loans is JPY195,200 million as of 24 December.
Publicly Available Information: press release: http://www.ir-aiful.com/english/index.cfm | Closed | Question Decided | More Info |
| 2010031501 | BNP Paribas | 3/19/2010 | St George Bank Limited | Australia Corporate | Has a Succession Event occurred with respect to St George Bank Limited? | Succession Event | Below is a summary of the detail found in publicly available sources:
1. Effective 1st Dec 2008 - WESTPAC BANKING CORPORATION acquired St.George Bank Limited by way of merger via a Scheme of Arrangement.
2. Effective 1st March 2010 - WESTPAC BANKING CORPORATION and St.George Bank Limited completed the single authorized deposit-taking process. As a result, St.George Bank Limited de-registered, effectively dissolving & becoming an inactive entity as of 1st March 2010.
3. Following de-registration, "By moving to a single ADI:
Westpac will become the successor in law of St.George Bank Limited;
All the assets and liabilities of St.George Bank Limited (including in respect of its deposits and contracts) will become the assets and liabilities of Westpac. This also includes all debt securities previously issued by St.George Bank Limited; and
Separate regulatory and prudential reporting by St.George Bank Limited will cease and be amalgamated in Westpac’s reports. This includes regular banking statistics and points of presence information.
The Westpac Group will continue to report the performance of the St.George business as part of its regular periodic reporting."
4. Supporting links
Link 1
Link 2
Link 3
Link 4
Link 5
Link 6
Link 7(previously_of_st.george) | Closed | Question Decided | More Info |
| 2010022201 | Goldman Sachs | 2/24/2010 | Willcom, Inc. | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to Willcom, Inc.? | Credit Event | Willcom, Inc. filed a petition for the commencement of corporate reorganization proceedings with the Tokyo District Court on February 18, 2010. Link to the Japanese language press release issued by Willcom, Inc.
Kyocera Corporation, a major shareholder of Willcom, Inc., filed a Form 6-K dated February 18, 2010, with the U.S. Securities and Exchange Commission in which Willcom Inc.'s filing for corporate reorganization proceedings is mentioned. Link to the Form 6-K
| Closed | Question Decided | More Info |
| 2010021601 | Citibank, N.A. | 2/19/2010 | FGIC Corporation | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to FGIC Corporation? | Credit Event | The Reference Entity failed to make a payment of interest due and payable on its senior unsecured 6% Senior Notes due 2034 (Cusip Number 302915AA1) on January 15, 2010 in an aggregate amount of not less than the Payment Requirement. The 30-day grace period for such payment expired on February 15, 2010.
LINK TO TRUSTEE NOTICE OF DEFAULT TO HOLDERS: Click here. | Closed | Question Decided | More Info |
| 2009100901 | General Interest Question | 2/19/2010 | Cemex S.A.B. de C.V. | Latin America Corporate BL | Has a Restructuring Credit Event occurred with respect to Cemex S.A.B. de C.V.? | Credit Event | On August 14, 2009, Cemex S.A.B. de C.V. ("Cemex") entered into a financing agreement (the "Agreement") to, among other things, defer the date for the payment of principal of U.S.$15.0 billion in bank and private placement obligations [See Prospectus, S-84-86, among other pages; Bloomberg screen shots; Press Conference Call Transcript]. 100% of creditors whose bank debt was subject to the Agreement consented to the Agreement [See Investors Presentation on August 17, 2009, Lorenzo H Zambano Chairman & CEO Presentation, slide 2] and no more than 1.0bn of other bank debt was excluded from the Agreement [see Id. Hector Medina Executive VP, Finance & Legal Presentation, slide 8 (slide 19 overall)]. The borrowings under U.S.$1.2bn Credit Agreement (the "Credit Agreement") dated as of May 31, 2005 [See Credit Agreement and Amendments as included in 20-F filed with SEC on June 30, 2009, June 29, 2007and June 8, 2006, Ex. 4.9] were subject to the Agreement since all Cemex’s credit facilities were fully drawn as of June 30, 2009 [See 20-F filed with SEC on June 30, 2009, p.108], and the Agreement was agreed between Cemex and all lenders in a form that bound all lenders under the Credit Agreement, which at the time of such Agreement comprised of more than three lenders who were not affiliates of each other [See Amendment to Conditional Waiver and Extension Agreement dated as of June 29, 2009, Annex 3; Fifth Amendment to the Credit Agreement dated as of January 22, 2009, signature pages]. Please see Transcript for reference to financial condition.
Attachments:
Credit Agreement and Amendments (1-5) [extracted from various 20-F filings]
Conditional Waiver and Extension Agreement [extracted from 20-F filing]
Bloomberg screen shots of the Credit Agreement
CEMEX presentation [publicly available on Company's website for limited period]
Bloomberg Transcript of CEMEX Press Conference
Links:
Prospectus
20F filed on June 30, 2009 (includes the Credit Agreement)
Amendment No_1 to Conditional Waiver and Extension Agreement:
http://www.isda.org/dc/docs/Amendment No_1 to Conditional Waiver and Extension Agreement.mht
Credit Agreement:
http://www.isda.org/dc/docs/Credit Agreement.txt
Amendment Number 1:
http://www.isda.org/dc/docs/Amendment No_1.htm
Amendment Number 2:
http://www.isda.org/dc/docs/Amendment No_2.htm
Amendment Number 3:
http://www.isda.org/dc/docs/Amendment No_3.htm
Amendment Number 4:
http://www.isda.org/dc/docs/Amendment_No_ 4_to_1200000000 Term_Credit_Agreement.mht
Amendment Number 5:
http://www.isda.org/dc/docs/Amendment_No_ 5_to_1200000000_Term_Credit_Agreement.mht
Screen 1:
http://www.isda.org/dc/docs/sg2009100932619.gif
Screen 2:
http://www.isda.org/dc/docs/sg2009100932686.gif
Cemex Refinancing Plan Teleconference Transcript:
http://www.isda.org/dc/docs/Cemex M.MHT
Cemex Refinancing Plan Presentation:
http://www.isda.org/dc/docs/090817_CX_financing_plan_ppt[1].pdf
| Closed | Question Decided | More Info |
| 2010012801 | Barclays Bank PLC | 2/12/2010 | Schering-Plough Corporation and Merck & Co., Inc. | North American Corporate | Has Schering-Plough Corporation changed its name to "Merck & Co., Inc." and has Merck & Co., Inc. changed its name to "Merck Sharp & Dohme Corp.", effective on or about 3 November 2009? Do you agree that no Succession Event has occurred in relation either of these two entities following the merger between them, effective on or about 3 November 2009? | Succession Event | 8-K for Merck & Co., Inc. (formerly Schering-Plough Corporation):
http://www.sec.gov/Archives/edgar/data/310158/000119312509223917/d8k.htm
The Introductory Note to the 8-K describes the name changes and Item 2.03 describes the financial aspects of the merger. | Closed | Question Decided | More Info |
| 2010012001 | Goldman Sachs | 1/21/2010 | Japan Airlines International Co., Ltd. | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to Japan Airlines International Co., Ltd.? | Credit Event | Japan Airlines International Co., Ltd. filed a petition for the commencement of corporate reorganization proceedings with the Tokyo District Court on January 19, 2010.
Link to press release: http://www.jal.com/en/ir/finance/pdf/10019.pdf
| Closed | Question Decided | More Info |
| 2010010501 | Bank of America / Merrill Lynch | 1/7/2010 | The Griffin Coal Mining Company Pty Ltd | Australia Corporate | Has a Bankruptcy Credit Event occurred with respect to The Griffin Coal Mining Company Pty Ltd? | Credit Event | As a result of ongoing financial difficulties, The Griffin Coal Mining Company Pty Ltd appointed KordaMentha as Administrators on 3 January 2010 pursuant to Section 436A of the Corporations Act of Australia.
Links to Publicly Available Information:
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=abp0svoovzNI
http://www.afr.com/p/business/companies/griffin_coal_placed_in_administration_MbaP6OtLH35b0xcvw20S9H?hl | Closed | Question Decided | More Info |
| 2009120201 | General Interest Question | 1/5/2010 | Financial Guaranty Insurance Company | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Financial Guaranty Insurance Company? | Credit Event | Link to Financial Guarantee Insurance Company press release announcing payment suspension
Link to NYID Section 1310 notice
Link to the November 2009 trustee report for the Residential Mortgage Securities II, Inc. 2005-HS2 (class AII)
Link to the November 2009 trustee report for the CWHEQ Home Equity Loan Trust, Series 2006-S3
| Final Auction Terms Published | Question Decided | More Info |
| 2009100601 | UBS AG | 12/23/2009 | NJSC Naftogaz of Ukraine | Emerging European Corporate LPN | Has a Failure to Pay Credit Event occurred with respect to NJSC Naftogaz of Ukraine? | Credit Event | On 24 September 2009, NJSC Naftogaz announced the terms of a planned exchange offer for its $500 million 8.125% Loan Participation Notes due 30 September 2009. The a meeting of holders to vote on the exchange offer is scheduled for 19 October.
On 1 October 2009, Naftogaz issued a press release stating that the company made the scheduled interest payment for its 8.125% notes on 30 September. In addition, the company stated that "the principal on the Eurobonds remains subject to a consent to exchange 100% of the bonds for new US dollar-denominated bonds with a 9.5% coupon and a maturity of September 2014, and which will benefit from an irrevocable and unconditional sovereign guarantee from the Government of Ukraine."
The 8.125% LPNs do not allow for a grace period on principal repayments. As such, the grace period expired on 5 October 2009.
Link to exchange offer announcement
Link to Markit LPN for Naftogaz
Link to announcement regarding missed principal repayment
| Closed | Question Decided | More Info |
| 2009120102 | General Interest Question | 12/23/2009 | Thomson | European Corporate | Has a Bankruptcy Credit Event occurred with respect to Thomson? | Credit Event | On 30 November 2009 Thomson requested and obtained the opening of a "sauvegarde" proceeding in the Tribunal de Commerce de Nanterre, constituting a Bankruptcy under one or more of the subsections of Section 4.2 of the Credit Derivatives Definitions, in particular 4.2(d) and/or (f). PAI is available in the form of a press release on the Thomson website | Closed | Question Decided | More Info |
| 2009111801 | Citi | 12/23/2009 | Hellas Telecom (Luxembourg) II | European Corporate | Has a Bankruptcy Credit Event occurred with respect to Hellas Telecommunications (Luxembourg) II? | Credit Event | http://www.wind.com.gr/ConDows/00002209_Hellas_II_announcement.pdf | Closed | Question Decided | More Info |
| 2009120701 | General Interest Question | 12/21/2009 | Temirbank | Emerging European Corporate | Has a Failure to Pay Credit Event occurred with respect to Temirbank? | Credit Event | Please see excerpt from Temirbank website:
The worsening financial position of JSC Temirbank led to JSC Temirbank defaulting on Friday 6th November 2009 on the payment of KZT 5,8 bln (including interest and principal amount), as well as on Monday 9th November 2009 on the payment of KZT 1.9 bln due to its major shareholder JSC BTA Bank under deposit agreements between JSC Temirbank and JSC BTA Bank and will mean that Temir Capital B.V. will not be able to pay (i) the US$23.6 mln of interest due on 23rd November 2009 on the senior notes issued pursuant to its US$1,200,000,000 Global Medium Term Notes Issuance Programme (the "MTN Notes") or (ii) the US$12.6 mln of interest due on the 24th November 2009 on the US$300,000,000 9 per cent Senior Notes due 2011 (the "Standalone Notes").
No payments of interest (including default interest) or any principal due in relation to the debt that is to be restructured will be made from today's date. Interest accruing between today's date and the restructuring date will be part of the restructuring.
Please see details of the Failure to Pay from a press release on the Temirbank website.
http://en.temirbank.kz/ennews/2009/11/23/ennews_129.html | Closed | Question Decided | More Info |
| 2009121101 | General Interest Question | 12/21/2009 | Reference Entity under the Business Revitalization ADR Procedure | Japan Corporate | Would a Restructuring Credit Event occur in the circumstances described here? Link
| Other | This question was submitted pursuant to section 3.8(b) (Other Determinations Relating to the Overall Market), as described here: Link | Closed | Question Dismissed | More Info |
| 2009121401 | General Interest Question | 12/16/2009 | Reference Entity under the Business Revitalization ADR Procedure | Japan Corporate | Would a "Loan Claim" (as defined therein) constitute a Deliverable Obligation in the circumstances described here? Link | Other | This question was submitted pursuant to section 3.8(b) (Other Determinations Relating to the Overall Market), as described here: Link | Closed | Question Rejected | More Info |
| 2009121102 | General Interest Question | 12/15/2009 | Reference Entity under the Business Revitalization ADR Procedure | Japan Corporate | Would a "Loan Claim" (as defined therein) constitute a Deliverable Obligation in the circumstances described here:? Link | Other | This question was submitted pursuant to section 3.8(b) (Other Determinations Relating to the Overall Market), as described here: Link | Closed | Question Rejected | More Info |
| 2009121103 | General Interest Question | 12/15/2009 | Reference Entity under the Business Revitalization ADR Procedure | Japan Corporate | Would a "Loan Claim" (as defined therein) constitute a Deliverable Obligation in the circumstances described here? Link
| Other | This question was submitted pursuant to section 3.8(b) (Other Determinations Relating to the Overall Market), as described here: Link | Closed | Question Rejected | More Info |
| 2009121104 | General Interest Question | 12/15/2009 | Reference Entity under the Business Revitalization ADR Procedure | Japan Corporate | Would a "Loan Claim" (as defined therein) constitute a Deliverable Obligation in the circumstances described here? Link | Other | This question was submitted pursuant to section 3.8(b) (Other Determinations Relating to the Overall Market), as described here: Link | Closed | Question Rejected | More Info |
| 2009093001 | Barclays Bank PLC | 12/9/2009 | SK Corporation | Asia Corporate | Would the obligations of SK Energy (to the extent these were transferred by SK Corporation to SK Energy pursuant to the Reorganisation Plan) be recognised as an obligation of SK Holdings for the purposes of determining the Deliverable Obligations of a CDS referencing SK Corporation (now known as SK Holdings)? | Other | This request is addressed to the Asia Ex-Japan Determinations Committee pursuant to Section 3.8(b) of the Credit Derivatives Determinations Committee Rules. The purpose of this question is to clarify the consequences following from the Asia Ex-Japan Determinations Committee's recent decision that no Succession Event had occurred in respect of SK Corporation. | Closed | Question Dismissed | More Info |
| 2009120302 | GSO Capital Partners LP | 12/4/2009 | Hellas Telecom (Luxembourg) II | European Corporate | Has a Succession Event occurred with respect to Hellas Telecommunications (Luxembourg) II? | Succession Event | Link to further information provided: http://www.isda.org/uploadfiles/_docs/Issue_Number_2009120302_Supporting_information.doc
| Closed | Question Decided | More Info |
| 2009112301 | Assenagon Asset Management S.A. | 12/2/2009 | Hellas Telecom (Luxemburg) II | European Corporate | Has a Failure to Pay Credit Event occurred with respect to Hellas Telecommunication (Luxemburg) II? | Credit Event | Is the relevant date of the Credit Event (Failure to pay!) Nov. 15th, 2009? According to http://www.wind.com.gr/ConDows/00002209_Hellas_II_announcement.pdf the grace period ended on that day! | Closed | Question Rejected | More Info |
| 2009100501 | BNP Paribas | 10/27/2009 | Union Fenosa S.A. | European Corporate | Has a Succession Event occurred with respect to Union Fenosa S.A.? | Succession Event | Effective 1st September, 2009, Union Fenosa S.A. merged with and into Gas Natural SDG, S.A.
See Markit report - link
See press release on Gas Natural SDG, S.A.'s website - link | Closed | Question Decided | More Info |
| 2009100203 | ING Bank N.V. | 10/27/2009 | Fortis Bank (Nederland) N.V. | European Corporate | Has a Succession Event occurred with respect to Fortis Bank (Nederland) N.V.? | Succession Event | On 01 September 2009, Fortis Bank (Nederland) N.V. has merged into Fortis Bank Nederland (Holding) N.V.
Link 1
Link 2 | Closed | Question Decided | More Info |
| 2009102601 | BNP Paribas | 10/27/2009 | Britannia Building Society | European Corporate | Has a Succession Event occurred with respect to Britannia Building Society? | Succession Event | On Jan 21, 2009, the boards of Britannia Building Society and The Co-operative Financial Services jointly announced a merger between the two institutions.
The merger was approved on April 29, 2009. Effective Aug 1, 2009, Britannia Building Society merged with The Co-operative Bank plc and was dissolved and ceased to exist as a legal entity.
The merger was effected through a transfer of the business, assets and liabilities of Britannia to The Co-operative Bank plc under section 97 of the Building Societies Act 1986.
See:
http://www.co-operativebank.co.uk/images/pdf/Final_Prospectus_Perpetual_Subordinated_Bonds.pdf
and
http://www.co-operativebank.
co.uk/servlet/Satellite?c=Page&cid=1248250341250&pagename=Corp%2FPage%2FtplCorp
According to Investor Relations at The Co-operative Financial Services:
“Effective 1st August 2009 through use of section 97 of the Building Societies Act 1986, as modified by the Mutual Societies(Transfers) Order 2009 made under Section 3 of the Building Societies (Funding) and Mutual Societies (Transfers) Act 2007, all assets
and liabilities of Britannia Building Society were transferred to The Co-operative Bank p.l.c.
The issuances of Permanent Interest Bearing Shares (PIBs) by Britannia converted automatically into Perpetual subordinated bonds
(PSBs) of the Bank in accordance with their terms (which in turn derived from building society legislation) with effect from the merger
date.
In relation to all other forms of Britannia debt issued/in existence at merger, all agreements and deeds to which Britannia Building
Society was a party in respect of such debt are now construed as if The Co-operative Bank p.l.c had been the original party to the
agreement or deed and references in any such document to Britannia Building Society should be read as references to The Co-operative
Bank Plc. This change took effect from the merger date (1st August 2009) by operation of law.” | Closed | Question Decided | More Info |
| 2009051502 | Standard Bank plc via Clifford Chance | 10/27/2009 | JSC BTA Bank | Emerging European Corporate | Is the attached loan a Deliverable Obligation for the JSC BTA Bank Auction? | Other | | Closed | Question Decided | More Info |
| 2009060102 | Citibank, N.A. | 10/27/2009 | General Motors Corporation | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to General Motors Corporation? | Credit Event | Citi has submitted to ISDA the Chapter 11 Voluntary Petition of the Reference Entity as background for the determination of the question. | Closed | Question Decided | More Info |
| 2009051503 | Wachovia | 10/27/2009 | R. H. Donnelley Corp | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to R. H. Donnelley Corp? | Credit Event | R.H. Donnelley Secures Forbearance Agreements From Its Bondholders and Bank
Lenders; Elects to Exercise Grace Periods for Pending Interest Payments
PR Newswire
CARY, N.C., May 14
- Company enters into forbearance agreements relating to interest payment
default on one series of senior unsecured notes and exercises grace
periods for pending interest payments on four series of subsidiary notes
CARY, N.C., May 14 /PRNewswire-FirstCall/ -- R.H. Donnelley, one of the
nation's leading consumer and business-to-business local commercial search
companies, today said it has entered into forbearance agreements with
certain of its bondholders and bank lenders with respect to the
consequences of the expiration of the 30-day grace period relating to a
$55 million interest payment on one series of the company's senior
unsecured notes. The relevant interest payment was due April 15, 2009 and
the 30-day grace period for such payment expires on May 15, 2009. The
bondholders and bank lenders party to the forbearance agreements agreed
not to pursue their rights and remedies under the company's and its
subsidiaries' applicable debt agreements relating to such interest payment
through May 28, 2009.
The company also said that it would exercise a 30-day grace period on an
aggregate of approximately $78 million in interest payments due on May 15,
2009 on four series of notes issued by its subsidiaries, the 11.75 percent
Senior Notes due 2015 of R.H. Donnelley Inc., the 8 percent Notes due 2013
and 9 percent Discount Notes due 2013 of Dex Media, Inc. and the 5 7/8
percent Senior Notes due 2011 of Dex Media West LLC, while it continues to
have discussions with ad hoc steering committees representing certain of
its bondholders and banks lenders.
The company said the missed interest payments on the subsidiary notes do
not constitute events of default under the bond indentures or any of its
or its subsidiaries' other debt agreements unless R.H. Donnelley Inc., Dex
Media, Inc. or Dex Media West LLC fails to make the payment within 30 days
of the due date, absent an extension.
| Closed | Question Decided | More Info |
| 2009052801 | UBS AG | 10/27/2009 | Visteon Corporation | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Visteon Corporation? | Credit Event | On 28 May, Visteon Corporation announced that it had filed for Chapter 11. Here is the link to the press release: http://www.visteon.com/media/newsroom/2009/090528_story1.html | Closed | Question Decided | More Info |
| 2009061503 | Credit Suisse | 10/27/2009 | Six Flags, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Six Flags, Inc.? | Credit Event | http://investors.sixflags.com/phoenix.zhtml?c=61629&p=irol-newsArticle&ID=1298761&highlight= | Closed | Question Decided | More Info |
| 2009070201 | UBS AG | 10/27/2009 | Lear Corporation | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Lear Corporation? | Credit Event | On 1 June, Lear announced that it did not make $38m of required interest payments on its 8.5% and 8.75% notes. The indenture provides for a 30 day grace period. On 2 July, Lear announced plans to pursue a debt restructuring under Chapter 11. In the release, Lear states that it expects to be in default under the notes.
Press release announcing missed interest payment:
http://lear.mediaroom.com/index.php?s=press_releases&item=245
Press release announcing planned restructuring:
http://lear.mediaroom.com/index.php?s=press_releases&item=246 | Closed | Question Decided | More Info |
| 2009081001 | Commerzbank AG London Branch | 10/27/2009 | Thomson SA | European Corporate | Has a Restructuring Credit Event occurred with respect to Thomson SA? | Credit Event | On 8 August 2009 Thomson SA released a statement on their website indicating that on 15 June 2009, they and all the holders of the 6.05% Senior Notes, Series A due 2009 issued by them (the "Notes") entered into a waiver and forbearance agreement ("Waiver Agreement") to defer payment of principal thereof in an amount equal to USD 72,500,000 from 17 June 2009 to 25 July 2009. The Waiver Agreement binds all holders of the Notes which at the time of such waiver comprised of more than three holders who are not affiliates of each other.
http://www.thomson.net/GlobalEnglish/Corporate/InvestorCenter/Pages/default.aspx
The deferment of principal of the Notes directly or indirectly results from the deterioration in the creditworthiness or financial condition of Thomson. Please see Section 1.3 of their 2008 Annual Report as filed with the United States Securities and Exchange Commission for further details: Link
| Closed | Question Decided | More Info |
| 2009070601 | Morgan Stanley | 10/27/2009 | Bradford & Bingley plc | European Corporate | Has a Failure to Pay Credit Event occurred with respect to Bradford & Bingley plc? | Credit Event | Factual Background: Please also refer to the factual background in respect of request number 2009061901 raised by Legal and General Investment Management Limited in respect of the same Reference Entity. As mentioned, on 26th May, 2009, Bradford & Bingley plc (B&B) announced that it would not be making any interest payments on the next interest payment dates (June/July 2009). An interest payment date in respect of B&B's LT2 6.625% bonds (Bonds) occurred on 16th June, 2009. The terms of the Bonds provide for a 14 day grace period, which has now passed.
Question: Given the factual background, has a Failure to Pay Credit Event occurred in respect of the Bonds (taking into account Sections 4.1 and 4.5 of the Credit Derivatives Definitions)?
| Closed | Question Decided | More Info |
| 2009051501 | UBS AG | 10/27/2009 | JSC Alliance Bank | Emerging European Corporate | Has a Failure to Pay Credit Event occurred with respect to JSC Alliance Bank ? | Credit Event | TEXT below of Press Release by Alliance Bank
Update on the Alliance Bank restructuring process
15 May 2009
Alliance Bank is pleased to announce that it has retained the services of KPMG LLP in London to conduct financial due diligence on the Bank. The financial due diligence will primarily focus on the Bank’s loan portfolio and other financial investments, as well as off-balance sheet items. KPMG will also assess the impact of potential adjustments on the bank’s financial position.
Alliance Bank is also pleased to announce that a Creditors’ Coordination Committee is in the process of being established. Its proposed members are ADB (Asian Development Bank), CALYON, Commerzbank Aktiengesellschaft, DEG -Deutsche Investitions-und Entwicklungsgesellschaft mbH, JP Morgan, Sumitomo Mitsui Banking Corporation Europe Limited and Wachovia Bank N.A. Alliance Bank’s restructuring and recapitalisation plan must be agreed with its creditors and submitted to the FMSA for its approval by 15 July 2009.
Alliance Bank will be arranging a conference call with all its creditors on 29 May 2009 to provide an update on the status of negotiations with the Creditors’ Coordination Committee and to discuss KPMG’s preliminary findings.
In the meantime, in order to facilitate future communications and discussions with its bondholders regarding the development of the restructuring and recapitalisation plan, Alliance Bank invites bondholders to identify themselves to its financial adviser, Lazard Frčres, by sending an e-mail to the following address: JSC.Alliance.bondholders@lazard.fr
In accordance with Alliance Bank’s announcement dated 13 April 2009 concerning its request to creditors for a three-month standstill agreement, Alliance Bank confirms that on 11 May 2009, Alliance Bank did not pay when and where due (after the expiry of the applicable grace period) a certain senior non-Kazakhstan law governed principal obligation under an international loan facility with JSC Alliance Bank as borrower, in an amount in excess of US$10 million and payable in US dollars. The loan was placed and held with non-domestic lenders.
For further information, please contact:
Public Relations
Tel. +7 (727) 258 40 40 E-mail: pr@alb.kz www.alb.kz
| Closed | Question Decided | More Info |
| 2009101501 | General Interest Question | 10/19/2009 | AIFUL Corporation | Japan Corporate | Has a Failure to Pay Credit Event occurred with respect to AIFUL Corporation? | Credit Event | Information has been provided to the DC Secretary | Closed | Question Rejected | More Info |
| 2009100701 | TD Bank | 10/8/2009 | Canwest Media Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Canwest Media Inc.? | Credit Event | widely reported that Canwest Media Inc. filed for CCAA on October 6th
See link: http://www.canwest.com/media/viewNews.asp?NewsroomID=1062
See link: http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aSxvfHErLlWs | Closed | Question Decided | More Info |
| 2009100602 | Wachovia Bank | 10/8/2009 | Fairpoint Communications, Inc. | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Fairpoint Communications, Inc.? | Credit Event | Oct. 1 (Bloomberg) -- FairPoint Communications Inc. did not
make interest and amortization payments totaling $28 million due
on Sept. 30, 2009 under its credit facility, dated as of March
31, 2008. The information was disclosed in a regulatory filing.
Link to news article
| Closed | Question Decided | More Info |
| 2009100202 | AOZORA BANK, LTD. | 10/7/2009 | AIFUL CORPORATION | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to AIFUL CORPORATION? | Credit Event | Category: Credit Event
Factual Background:
On August 25, 2009, AIFUL Corporation (“Aiful”), the Reference Entity, filed application for the business revitalization proceeding (the “Business Revitalization ADR”) in accordance with Act on Promotion of Use of Alternative Dispute Resolution (Act No. 151 of 2004; the “ADR Act”) and Act on Special Measures concerning Industrial Revitalization (Act No. 131 of 1999) with the Japanese Association of Turnaround Professionals (“JATP”), a private institution licensed by the Ministry of Justice (the “MOJ”) of Japan as dispute resolution business operator. Following Aiful’s filing for the Business Revitalization ADR, the examiners were appointed by JATP for examining the application and then they reviewed it from the perspective of whether the Business Revitalization ADR suited the restructuring plan for Aiful. In general, if the examiners confirm that the Business Revitalization ADR suits the restructuring plan for the filing company after conducting hearings and other types of review on the case, they will provisionally accept the application on the condition of payment by the applicant of service fees and thereafter appoint an Executor candidate out of registered attorneys having expertise in turnaround business, who is to supervise the proceeding after it formally commences.
On September 18, 2009, Aiful published that the application for the Business Revitalization ADR had been provisionally accepted by JATP (see http://www.ir-aiful.com/data/current/newsobj-1618-datafile.pdf), meaning that the examiners had confirmed that the Business Revitalization ADR would be suitable for Aiful’s efforts to turn around its business in consideration of the outcome of the review. On the same day The Sumitomo Trust and Banking Corporation, Ltd. (“STB”), one of the main financing banks of Aiful, also published that the bank was in a position to “consider necessary cooperation constructively after examining Aiful’s business turnaround plan,” provided that the application for the proceeding would be formally accepted (see http://www.sumitomotrust.co.jp/IR/company/en/pdf/nr2009/E090918.pdf).
On September 24, 2009, Aiful’s application for the Business Revitalization ADR was formally accepted and the proceeding commenced, followed by the appointment of the Executor. Following the formal acceptance by JATP of Aiful’s application for the Business Revitalization ADR, Aiful published the summary of proposed business revitalization plan (see http://www.ir-aiful.com/data/current/newsobj-1625-datafile.pdf) and Aiful and JATP, in their joint name, sent to all creditors who were to be subjected to the proceeding a written request for their consent to suspension of payment and forbearance from enforcing security interests. In accordance with the regular practice of the proceeding, we have been consulted by Aiful regularly since before the filing, and we were informed by Aiful that it would be becoming generally unable to pay its debts as they become due in September 2009 or later due to shortfall of fund in hand, unless it suspends scheduled payments to a substantial number of lenders. Aiful also admitted such distressed financial condition of itself by publishing in its timely disclosure documents as of September 18 and 24, which constituted part of the filing, that “it is becoming more difficult to raise sufficient funds to maintain our current asset size.”
On September 30, 2009, Aiful in fact suspended scheduled payments of loan principal to all of its lenders in accordance with the written request, dated as of September 24, 2009, demanding their consent to suspension of payment and forbearance from enforcing security interests.
Question:
Has a Bankruptcy Credit Event occurred with respect of Aiful on or around September 18, 2009 Tokyo time pursuant to Section 4.2(b) and/or Section 4.2(h) for either of the following reasons?: (i) it is deemed that Aiful admitted, in the midst of the communication with us, which was conducted in connection with, and as necessary preparation for, the filing for the Business Revitalization ADR as “judicial, regulatory or administrative proceeding,” that it had been in so distressed condition that it would be running short of fund in hand constantly in September, 2009 or later, unless it was allowed to suspend scheduled payments on September 30, 2009 and have the proposed business revitalization plan approved by all creditors to be subjected to the proceeding, meaning that Aiful will be becoming generally unable to pay its debts as they become due in September 2009 or later unless it suspends scheduled payments to a substantial number of lenders and we received such information directly from Aiful (Aiful also admitted such distressed financial condition by publishing in its timely disclosure documents as of September 18 and 24, which constituted part of the filing, that “it is becoming more difficult to raise sufficient funds to maintain our current asset size”); and (ii) if the Business Revitalization ADR is not construed to fall under the “judicial, regulatory or administrative proceeding” as set forth in Section 4.2(b), the proceeding pursues the same purpose of restructuring debts and businesses of distressed companies as the “judicial, regulatory or administrative proceeding” under the supervision of a government-licensed Executor and the admission in writing by Aiful of its inability generally to pay its debts as they become due in the midst of such proceeding is no less serious and indisputable than that made in a “judicial, regulatory or administrative” proceeding, having an analogous effect to an admission made in a “judicial, regulatory or administrative proceeding.”
We will also send the relevant documents via E-mail. | Closed | Question Dismissed | More Info |
| 2009100204 | AOZORA BANK, LTD. | 10/7/2009 | AIFUL CORPORATION | Japan Corporate | Has a Restructuring Credit Event occurred with respect to AIFUL CORPORATION? | Credit Event | Category:Credit Event
Factual Background:
On August 25, 2009, AIFUL Corporation (“Aiful”), the Reference Entity, filed application for the business revitalization proceeding (the “Business Revitalization ADR”) in accordance with Act on Promotion of Use of Alternative Dispute Resolution (Act No. 151 of 2004; the “ADR Act”) and Act on Special Measures concerning Industrial Revitalization (Act No. 131 of 1999) with the Japanese Association of Turnaround Professionals (“JATP”), a private institution licensed by the Ministry of Justice (the “MOJ”) of Japan as dispute resolution business operator. Following Aiful’s filing for the Business Revitalization ADR, the examiners were appointed by JATP for examining the application and then they reviewed it from the perspective of whether the Business Revitalization ADR suited the restructuring of Aiful. In general, if the examiners confirm that the Business Revitalization ADR suits the restructuring of the filing company after conducting hearings and other types of review on the case, they will provisionally accept the application on the condition of payment by the applicant of service fees and thereafter appoint an Executor candidate out of registered attorneys having expertise in turnaround business, who is to supervise the proceeding when it formally commences.
On September 18, 2009, Aiful published that the application for the Business Revitalization ADR had been provisionally accepted by JATP (see href="http://www.ir-aiful.com/data/current/newsobj-1618-datafile.pdf), meaning that the examiners had confirmed that the Business Revitalization ADR would be suitable for Aiful’s efforts to turn around its business in consideration of the outcome of the review. On the same day The Sumitomo Trust and Banking Corporation, Ltd. (“STB”), one of the main financing banks of Aiful, also published its comment that the bank was in a position to “consider necessary cooperation constructively after examining Aiful’s business turnaround plan,” provided that the application for the proceeding was formally accepted (see http://www.sumitomotrust.co.jp/IR/company/en/pdf/nr2009/E090918.pdf). Considering, in addition to the foregoing announcements published by Aiful and STB respectively, the fact that (i) JATP’s formal acceptance of the debtor’s application for the Business Revitalization ADR depends heavily on whether the debtor’s main financing banks are supporting the restructuring plan (as the regular practice by JATP of the proceeding, if any of main financing banks of the debtor is unwilling to support the debtor’s efforts to turn around, JATP has made it a rule not to accept the debtor’s application), (ii) JATP did accept Aiful’s application on the next business day to the day on which Aiful and STB respectively made the aforementioned announcements, (iii) Aiful had sought consent to the filing from us, the company’s 2nd main bank, and (iv) Aiful did suspend the payment of loan principal to STB in an amount not less than 1.0 billion yen, scheduled on September 30, 2009, without receiving any objection from STB, it is safely assured that on or before September 18, 2009 Aiful and STB had reached an agreement on the postponement of the payment by Aiful to STB, scheduled on September 30, 2009, in an amount not less than 1.0 billion yen.
On September 24, 2009, Aiful’s application for the Business Revitalization ADR was formally accepted and the proceeding commenced, followed by the appointment of the Executor. Following the formal acceptance by JATP of Aiful’s application for the Business Revitalization ADR, Aiful published the summary of proposed business revitalization plan (see http://www.ir-aiful.com/data/current/newsobj-1625-datafile.pdf) and Aiful and JATP, in their joint name, sent to all creditors who are to be subjected to the proceeding a written request for their consent to suspension of payment and forbearance from enforcing security interests.
On September 30, 2009, Aiful in fact suspended payments of loan principal to all of its lenders, including the payment to STB in an amount not less than 1.0 billion yen, in accordance with the written request dated as of September 24, 2009.
Question:
Has a Restructuring Credit Event occurred with respect to Aiful on or around September 18, 2009 Tokyo time because STB and Aiful had reached an agreement on the postponement of the payment in an amount not less than 1.0 billion yen scheduled on September 30?
| Closed | Question Rejected | More Info |
| 2009052901 | LIM Advisors | 10/7/2009 | Joint Corp | Japan Corporate | Has a Bankruptcy Credit Event occurred with respect to Joint Corp? | Credit Event | By Gregory Turk and Yusuke Miyazawa May 29 (Bloomberg) -- Joint Corp., a Japanese real estate developer, filed for bankruptcy protection with liabilities of 168 billion yen ($1.7 billion), making it the country's third- largest failure of a publicly traded company this year. Revenue for the property securitization business plunged 78 percent last year and sufficient new funding couldn't be obtained, the Tokyo-based company said in a release. The company's debt includes 15 billion yen in fixed-rate bonds and 11 billion yen in convertible bonds, Bloomberg data show. Joint Residential Real Estate KK, a subsidiary, accounted for 20.4 billion yen of the liabilities, according to the release. The filing was made at the Tokyo District Court. The Tokyo exchange said Joint would be delisted on June 30. The largest failures in Japan this year were small-business lender SFCG Co., which filed with liabilities of 338 billion yen, and property developer Japan General Estate Co., with 197.5 billion yen in debt, according to data compiled by Bloomberg. --Editors: Steve McPherson, Wendy Pugh. To contact the reporter on this story: Gregory Turk in Tokyo at +81-3-3201-3441 or gturk2@bloomberg.net | Closed | Question Decided | More Info |
| 2009100101 | Americas DC Voting Members | 10/1/2009 | Petro-Canada | North American Corporate | Has a Succession Event occurred with respect to Petro-Canada? | Succession Event | See Markit report | Closed | Question Decided | More Info |
| 2009070101 | Landesbank Baden-Wuerttemberg | 8/17/2009 | UNION FENOSA S.A. | European Corporate | Has a Succession Event occurred with respect to UNION FENOSA S.A.? | Succession Event | http://portal.gasnatural.com/servlet/ContentServer?gnpage=3-10-1¢ralassetname=3-NOT-290609-JUNTAFENOSA¢ralassettype=Noticia
| Closed | Question Decided | More Info |
| 2009070801 | Landesbank Hessen-Thüringen Girozntrale | 8/17/2009 | CIBA Holding AG | European Corporate | Has a Succession Event occurred with respect to CIBA Holding AG? | Succession Event | http://www.basf.com/group/corporate/en/function/conversions:/publish/content/news-and-media-relations/news-releases/downloads/P206-Ciba-mail-e.pdf | Closed | Question Decided | More Info |
| 2009081401 | JP Morgan | 8/14/2009 | Dresdner Bank AG | European Corporate | Has a Succession Event occurred with respect to Dresdner Bank AG? | Succession Event | Please refer to the Historical Succession Event List. | Closed | Question Decided | More Info |
| 2009061901 | Legal and General Investment Management limited | 7/31/2009 | Bradford and Bingley plc | European Corporate | Has a Bankruptcy Credit Event occurred with respect to Bradford and Bingley plc? | Credit Event | Factual Background:
On the 29th of September 2008 – Bradford and Bingley plc (hereinafter B&B) was taken into public ownership and the Financial Services Compensation Scheme had to pay Ł18bn to enable retail deposits to be transferred to Abbey Santander. HM Treasury put in place a guarantee which excluded subordinated debt.
On the 20th of February 2009 an amendment to the Bradford and Bingley plc Transfer of Securities and Property etc. Order 2008 came into force which effectively declares that, with respect to subordinated notes, for principal and interest to be due B&B must either first totally satisfy its obligations to the FSCS or notify the noteholders that such interest and principal is due.
On the 25th of February 2009 HM treasury published a letter (hereinafter the Letter) stating that the purpose of the amendment was to preserve the hierarchy which prevails when a company goes into administration or is wound-up insolvently.
On the 26th May 2009 B&B announced that it will not be making any interest payments on the next interest payment dates (June/July 2009).
Links
www.hm-treasury.gov.uk/d/letter_myners_haddrill_260209.pdf
http://www.reuters.com/article/marketsNews/idUSLT46191320080929
www.ft.com/cms/s/0/1e5b888c-8c06-11dd-8a4c-0000779fd18c.html
www.bbc.co.uk/blogs/thereporters/robertpeston/2008/09/bb_collapse_to_cost_city_9bn.html
www.bloomberg.com/apps/news?pid=20601102&sid=aFX8MT.iiS8o
Question
Has a Bankruptcy Credit Event occurred with respect to B&B on or around any of the dates mentioned above? In particular:
a) Under Section 4.2 (b) and Section 4.2(h), has a credit event occurred because B&B became insolvent or subject to an event having an analogous effect, considering among other things that:
i) The triggering of the FSCS occurs when the same requirements for the appointment of a provisional liquidator and an administrator are met under Section 135 of the Insolvency Act 1986 and Section 11 of Schedule B1 to the same act . ii) If B&B was solvent, why was it necessary to take steps to preserve the hierarchy as if B&B was in administration or was in a state of insolvency and ensure that the FSCS is paid in full first as explained in the Letter?
iii) If B&B was solvent why was it necessary for the FSCS to pay
such a large amount for the transfer of retail deposits (which would then necessitate the action mentioned above to preserve the hierarchy prevailing in a state of insolvency).
iv) If B&B was solvent why was it necessary for an announcement to be
made that interest would not be paid with respect to the subordinated obligations?
b) Under Section 4.2 (f) and Section 4.2(h), has a credit event occurred because the events mentioned above, especially the actions mentioned in the Letter, effectively evidence that B&B was subject to events which have an analogous effect to the appointment of an administrator or other similar officials whose main function is to preserve the hierarchy of creditors in a state of insolvency or a state falling under Section 4.2 (h).
c) Under Section 4.2(c) and 4.2(h) has a credit event occurred because the events effectively amount to a general assignment, arrangement or composition for the benefit of B&B’s creditors?
d) Has a credit event occurred because the events mentioned above fall within the ambits of any sub-section of Section 4.2 of the Credit Derivatives Definitions for other reasons?
(All references are to section of the Credit Derivative Definitions unless expressly stated otherwise)
| Closed | Question Dismissed | More Info |
| 2009072101 | UBS AG | 7/22/2009 | Kellwood Co | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Kellwood Co? | Credit Event | On 16 July, Kellwood Co. issued a press release which indicated that the company did not make the required principal payment due on its 7 7/8% notes on 15 July. The terms of the indenture do not provide a grace period on principal payments. The grace period under section 1.12 expired on 20 July.
Link to 16 July press release
Link to indenture | Closed | Question Decided | More Info |
| 2009060801 | JP Morgan | 6/9/2009 | Astana Finance BV | Emerging European Corporate | Has a Failure to Pay Credit Event occurred with respect to Astana Finance BV? | Credit Event | http://www.af.kz/en/press/news/2009/05/19/532/
| Closed | Question Decided | More Info |
| 2009052601 | NOMURA | 6/9/2009 | JSC Astana Finance | European Corporate | Has a Failure to Pay Credit Event occurred with respect to JSC Astana Finance ? | Credit Event | On 19 May 2009, JSC Astana Finance published a press release and announced, inter alia, that: "Astana Finance and Astana Finance B.V. today announce their decision to suspend payments of interest and principal on their international obligations and, in the case of Astana Finance, to suspend principal payments on certain of its domestic obligations, as of 15 May 2009 in each case." Publicly Available Information is available at http://www.af.kz/en/press/news/2009/05/19/532/ It appears that a Failure to Pay Credit Event has occurred in relation to JSC Astana Finance. On 16 May 2009, Astana Finance B.V. was due to pay coupon on its USD 175,000,000 9.00% Notes due 2011 (the "Notes") (XS0275278256). The coupon payable under the Notes remains unpaid. JSC Astana Finance is a guarantor of the Notes. | Closed | Question Decided | More Info |
| 2009060201 | UBS AG | 6/3/2009 | BTA Bank JSC | Emerging European Corporate | Since a conference call is proposed for BTA's investors and creditors on Thursday, should the BTA auction be postponed until we have heard further information from that call? | Other | Link
| Closed | Question Decided | More Info |
| 2009042902 | JP Morgan Chase Bank | 6/1/2009 | JSC BTA Bank | European Corporate | Should there be an auction in respect of this Reference Entity | Other | Should there be an auction in respect of this Reference Entity | Closed | Question Decided | More Info |
| 2009052903 | Citibank, N.A. | 6/1/2009 | Dex Media East LLC and Dex Media, Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Dex Media East LLC and Dex Media, Inc.? | Credit Event | The above Reference Entities are affiliated entities of R.H. Donnelley Inc. and filed Chapter 11 petitions contemporaneously with R.H. Donnelley Inc. It is Citi's understanding that ISDA is already in possession of the Chapter 11 materials setting forth such filing. | Closed | Question Decided | More Info |
| 2009052902 | Deutsche Bank AG | 5/29/2009 | R.H. Donnelley Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to R.H. Donnelley Inc.? | Credit Event | Voluntary Chapter 11 petition available here: http://www.rhdrestructuring.com/09_11834_petition.pdf | Closed | Question Decided | More Info |
| 200904152 | JPMorgan Chase Bank, N.A. | 5/27/2009 | Energy East Corporation | North American Corporate | Has a Succession Event occurred with respect to Energy East Corporation? | Succession Event | Press release showing bonds and loans
o/s | Closed | Question Decided | More Info |
| 2009043001 | UBS AG | 5/26/2009 | Syncora Guarantee Inc. (fka XL Capital Assurance Inc.) | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Syncora Guarantee Inc. (fka XL Capital Assurance Inc.)? | Credit Event | It appears that a Failure to Pay Credit Event will occur as of the close of business on April 30, 2009 with respect to Syncora Guarantee Inc. (“SGI”) under the Qualifying Policy issued by it for the Class A Certificates of SunTrust Acquisition Closed-End Seconds Trust, Series 2007-1 (“STACS 2007-1”).
The Qualifying Policy is described starting on page S-77 of the Prospectus Supplement dated May 14, 2007, which can be obtained from the SEC’s website at the following link .
The following Publicly Available Information is available (and copies are attached below):
• A Payment Notice dated April 23, 2009 submitted to SGI by the trustee for the STACS 2007-1 Class A Certificates demanding payment of $5,543,397.34 pursuant to the terms of the Qualifying Policy . Link
• A letter from SGI dated April 27, 2009 stating that it has suspended payment of all claims, including the claim in respect of STACS 2007-1. Link
• The Certificateholder Distribution Statement issued by the trustee for STACS 2007-1 showing that no payment was made by SGI pursuant to the Qualifying Policy (pages 1 and 8) . Link | Supplemental List Published | Question Decided | More Info |
| 2009051801 | UBS AG | 5/19/2009 | Georgia Gulf Corporation | North American Corporate | Has a Failure to Pay Credit Event occurred with respect to Georgia Gulf Corporation? | Credit Event | On 15 April, Georgia Gulf Corporation (GGC) announced that it did not make the required interest payments on its 2014 and 2016 notes. The indenture provides for a 30 day grace period.
On 13 May, GGC announced that it received forbearance agreements from the requisite holders of the notes to prevent an acceleration of the notes upon the expiration of the grace period. The forbearance agreement expires on 15 June.
Links to press releases:
April 15 | May 13 | Closed | Question Decided | More Info |
| 2009051301 | CREDIT AGRICOLE ASSET MANAGEMENT | 5/15/2009 | SWISS REINSURANCE COMPANY | European Corporate | Has a Succession Event occurred with respect to SWISS REINSURANCE COMPANY? | Succession Event | Refer to this link from DTCC | Closed | Question Decided | More Info |
| 2009050703 | Credit Suisse | 5/8/2009 | The Bear Stearns Companies LLC | North American Corporate | Has a Succession Event occurred with respect to The Bear Stearns Companies LLC (formerly known as "The Bear Stearns Companies Inc.") on 2/27/09, with the result that JPMorgan Chase & Co. is the sole Successor in respect of such Reference Entity? | Succession Event | See Markit report | Closed | Question Decided | More Info |
| 2009050702 | Credit Suisse | 5/8/2009 | Wachovia Corporation | North American Corporate | Has a Succession Event occurred with respect to Wachovia Corporation on December 31, 2008, with the result that Wells Fargo & Company is the sole Successor in respect of such Reference Entity? | Succession Event | See Markit report | Closed | Question Decided | More Info |
| 2009050701 | Credit Suisse | 5/8/2009 | National City Corporation | North American Corporate | Has a Succession Event occurred with respect to National City Corporation on December 31, 2008, with the result that The PNC Financial Services Group, Inc. is the sole Successor in respect of such Reference Entity? | Succession Event | http://idea.sec.gov/Archives/edgar/data/713676/000095012309000025/y73625ke8vk12b
http://news.prnewswire.com/DisplayReleaseContent.aspx?
http://idea.sec.gov/Archives/edgar/data/713676/000089882208001057/merger.htm
http://idea.sec.gov/Archives/edgar/data/713676/000089882208001057/final8ktomergeragmt.htm
http://www2.sos.state.oh.us/reports/rwservlet?imgc&Din=200900901480 | Closed | Question Decided | More Info |
| 2009042701 | Aurelius Capital Management, LP | 5/8/2009 | MBIA Insurance Corporation | North American Corporate | Has a Succession Event occurred with respect to MBIA Insurance Corporation? | Succession Event | Refer to http://www.isda.org/dc/docs/MBIAAdditionalInfo.pdf and http://www.isda.org/dc/docs/Aurelius Submission to Determinations Committee 5-4-09.pdf | Closed | Question Decided | More Info |
| 2009042402 | Morgan Stanley | 4/29/2009 | JSC BTA Bank. | Emerging European Corporate | 1. Has the Repudiation/
Moratorium Condition been satasfied with respect to the Reference Entity as of April 20, 2009; and 2. Has a Repudiation Moratorium Credit Event occurred with respect to the Reference Entity | Credit Event | BTA issued a press release announcing a standstill on all debt principal payments as of April 20, 2009. BTA had principal payments due on two loans (due April 20 and 24, 2009, respectively)
Press Release: http://www.isda.org/uploadfiles/_docs/BTA Press release 23 04 2009.pdf
Prospectus: http://www.isda.org/uploadfiles/_docs/BTAS KZT300bn prospectus (6 march 2009).pdf | Closed | Question Dismissed | More Info |
| 2009042901 | Morgan Stanley | 4/29/2009 | JSC BTA Bank | European Corporate | Has a Failure to Pay Credit Event occurred with respect to JSC BTA Bank ? | Credit Event | On the BTA Bank Investor Conference Call held on April 28, 2009, BTA Bank indicated that it did not pay, after the expiration of the relevant grace period, certain senior accelerated non Kazakhstan law governed loans.
Morgan Stanley has transcribed the relevant section of the BTA Bank Investor Conference Call .
Relevant Section: Minutes 3:31-3:56:
"We would like to confirm that as part of the strategy adopted by BTA management, on 14th April of this year, BTA Bank did not pay, after the expiry of any applicable grace period when and where due, certain senior non-Kazakhstan law governed accelerated obligations under international external bilateral facilities with principal exposure each in excess of 10 million US dollars and payable in currency other than tenge"
Note -- Morgan Stanley prepared the transcript above. | Closed | Question Decided | More Info |
| 200904164 | UBS AG | 4/29/2009 | Bowater Incorporated | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to Bowater Incorporated? | Credit Event | AbitibiBowater Files for Bankruptcy Protection in Delaware 2009-04-16 14:08:31.49 GMT By Stephen Farr April 16 (Bloomberg) -- AbitibiBowater Inc. filed for bankruptcy protection in Delaware. The newsprint maker listed both debts and assets of more than $1 billion each in court papers filed today. Link to Company News:{ABH US CN } For Related News and Information: Top Stories:{TOP} To contact the editor responsible for this story: Stephen Farr at +1-302-661-7610 or sfarr@bloomberg.net The chapter 11 filing includes Bowater Incorporated as one of the entities that filed
Link to the chapter 11 filing: http://www.isda.org/uploadfiles/_docs/Vol_Chap11.pdf | Closed | Question Decided | More Info |
| 200904166 | Primus Financial Products, LLC | 4/22/2009 | BAA Ltd. | European Corporate | Has a Succession Event occurred with respect to BAA Ltd.? | Succession Event | It appears that as of the end of August 2008, Baa Funding succeeded to all of the debt of Baa Ltd.
Is this a succession event | Closed | Question Dismissed | More Info |
| 200904165 | Och-Ziff Capital Management Group | 4/20/2009 | GGP LIMITED PARTNERSHIP | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to GGP LIMITED PARTNERSHIP? | Credit Event | press release: http://www.ggp.com/Company/Pressreleases.aspx?prid=451 the filing: http://www.kccllc.net/documents/9966000/9966000090416000000000002.pdf | Closed | Question Rejected | More Info |
| 200904163 | UBS AG | 4/16/2009 | General Growth Properties Inc. | North American Corporate | Has a Bankruptcy Credit Event occurred with respect to General Growth Properties Inc.? | Credit Event | Link to the press release: http://www.ggp.com/Company/Pressreleases.aspx?prid=451
Link to the chapter 11 filing: http://www.kccllc.net/documents/9966000/9966000090416000000000002.pdf | Closed | Question Decided | More Info |
| 200904151 | UBS AG | 4/16/2009 | The Dow Chemical Company | North American Corporate | Is Dow Chemical Company's guarantee of The Rohm and Hass Company's 6% due 9/15/2017 (CUSIP 775371AV9) is a Qualifying Affiliate Guarantee. | Other | On 1 April, the Dow Chemical Company completed its acquisition of The Rohm and Hass Company. In conjunction with the acquisition, DOW executed a guarantee of the ROH 6s due 2017 (see link below). We would like the DC to determine whether the guarantee is a Qualifying Affiliate Guarantee under the 2003 ISDA Credit Derivatives Definitions.
Link to the guarantee: http://www.sec.gov/Archives/edgar/data/84792/000094787109000309/ss60873_ex9902.htm | Closed | Question Dismissed | More Info |
