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The Pennsylvania Supreme Court has interpreted this provision as requiring solvency in both the "bankruptcy" and "equity" sense, Larrimer v. Feeney, A. Worrell, Pa. The district court rejected this argument and undertook its own valuation of Jeannette's assets. We find no error here. Although purchase price may be highly probative of a company's value immediately after a leveraged buyout, it is not the only evidence. To be "salable" an asset must have "an existing and not theoretical market.
Plaintiff argues that valuation on a going concern basis fails to give effect to "present" in the UFCA's "present fair salable value" language, see 39 Pa. We disagree. Where bankruptcy is not "clearly imminent" on the date of the challenged conveyance, the weight of authority holds that assets should be valued on a going concern basis. Kupetz v. Wolf, F. Although most of these cases involve application of the Bankruptcy Code, we have previously looked to the federal bankruptcy laws in interpreting the UFCA.
As we noted in Tabor Court Realty Corp. Sutherland, F. Thus, although the UFCA's "present fair salable value" language differs from the Bankruptcy Code's "fair valuation" requirement, see 11 U. Moreover, we think valuation on a going concern basis strikes the proper balance between "present" and "fair" in the UFCA's "present fair salable value" language. See 39 Pa. The approach set forth in United States v.
Gleneagles Investment Co. There the district court valued the debtor's assets, which included mining and coal processing equipment, according to the amount that would have been obtained if they were "liquidated with reasonable promptness in an arms-length transaction in an existing and not theoretical market. As plaintiff points out, the Pennsylvania Supreme Court applied a more immediate valuation standard in Fidelity Trust Co.
Union National Bank, Pa. Although recognizing that "market value of an asset is generally controlling," it held that the trial court erred in declining to consider the " actual value" of stock subject to the debtor's speculation scheme on the date of the challenged conveyance. We agree. The district court found that "Jeannette was not a company whose failure was clearly imminent on July 31, This conclusion is supported by the record.
See supra note Moreover, at the time of the transaction Jeannette had a positive cash flow and was coming off a break-even year before acquisition costs. Therefore, although these assets were sold long after the leveraged buyout, the conditions under which they were sold approximated, and may have been more immediate than, that required by the UFCA's "present fair salable value" language.
Next, we look at whether the leveraged buyout either rendered Jeannette insolvent in the equity sense or left it with an unreasonably small capital. Although it recognized that these issues were "conceptually distinct," the district court considered them together. Plaintiff contends this was improper because "unreasonably small capital" denotes a financial condition short of equitable insolvency.
Unlike "insolvency," "unreasonably small capital" is not defined by the UFCA. This has engendered confusion over the relationship between these concepts: some courts have equated a finding of equitable insolvency with that of unreasonably small capital, 19 whereas others have said that unreasonably small capital encompasses financial difficulties short of equitable insolvency. We believe the better view is that unreasonably small capital denotes a financial condition short of equitable insolvency.
As plaintiff points out, there is some support for this position in Fidelity Trust Co. In re Vadnais Lumber Supply Co. In the business setting, "capital" is a term of art. As a general matter, it refers to "[a]ccumulated goods, possessions, and assets, used for the production of profits and wealth. Viewed in this light, an "unreasonably small capital" would refer to the inability to generate sufficient profits to sustain operations.
Because an inability to generate enough cash flow to sustain operations must precede an inability to pay obligations as they become due, unreasonably small capital would seem to encompass financial difficulties short of equitable solvency.
In any event, we do not think the district court erred in considering whether the leveraged buyout left Jeannette with an unreasonably small capital in conjunction with whether it rendered the company equitably insolvent. These distinct but related concepts furnish a standard of causation which looks for a link between the challenged conveyance and the debtor's insolvency. Moreover, where the debtor is a corporation, adequacy of capital is typically a major component of any solvency analysis.
This is true of the district court's analysis here. In undertaking its adequacy of capital analysis, the district court focused on the reasonableness of the parties' projections, but also considered the availability on Jeannette's line of credit with Security Pacific. It found the parties' projections reasonable and, based on the availability of credit as well as the company's historical cash flow needs, determined that Jeannette was not left with an unreasonably small capital under the circumstances.
Rather than a lack of capital, the district court attributed Jeannette's demise to the "substantial drop in orders and sales that began in ," which it attributed in turn to increased foreign and domestic competition and the continued recession. Because creditors cannot execute on a debtor's ability to borrow, plaintiff maintains that the district court erred in considering Jeannette's line of credit with Security Pacific in undertaking its adequacy of capital analysis.
He relies on Larrimer v. Union National Bank, A. The district court found these cases inapposite. Larrimer and Fidelity Trust Co. By contrast, defendants' decision to enter into the lending arrangement challenged here was predicated on their projections that the acquisition would succeed, and, as we discuss below, these projections were reasonable.
Moreover, unlike the debtors in Larrimer and Fidelity Trust Co. Finally, we think the lending relationship here is different in important respects from those in Larrimer and Fidelity Trust Co. In the absence of controlling Pennsylvania caselaw, it was proper for the district court to look to caselaw in other jurisdictions, and, in particular, Credit Managers Ass'n v.
Federal Co. In that case the district court held that the focus of the adequacy of capital inquiry in a leveraged buyout should be the reasonableness of the parties' cash flow projections. In finding that the target corporation was not left with an unreasonably small capital after the leveraged buyout, the court also considered availability of credit.
See id. Plaintiff urges us to follow Murphy v. The Credit Managers Ass'n analysis turns on the reasonableness of projections, not availability of credit per se. If projections are unreasonable, as was the case in In re O'Day Corp. We cannot say that Jeannette was left with an unreasonably small capital merely because after the leveraged buyout its sole source of operating capital was its line of credit with Security Pacific.
Because a leveraged buyout may fail for reasons other than the structure of the transaction itself, we think the determination whether a leveraged buyout leaves a target corporation with an unreasonably small capital requires a more careful inquiry.
At least from the viewpoint of the unsecured creditor, leveraged buyouts present great potential for abuse. But cf. C-T of Virginia, Inc. The Credit Managers Ass'n analysis appears to strike a proper balance. Therefore, we hold the test for unreasonably small capital is reasonable foreseeability.
Under this analysis, it was proper for the district court to consider availability of credit in determining whether Jeannette was left with an unreasonably small capital. The critical question is whether the parties' projections were reasonable. Because projections tend to be optimistic, their reasonableness must be tested by an objective standard anchored in the company's actual performance. Among the relevant data are cash flow, net sales, gross profit margins, and net profits and losses.
See Credit Managers Ass'n, F. However, reliance on historical data alone is not enough. To a degree, parties must also account for difficulties that are likely to arise, including interest rate fluctuations and general economic downturns, and otherwise incorporate some margin for error. See Queenan, supra, at Defendants here relied on two sets of one-year projections, one prepared by Brogan and the other by Ngan.
Brogan's projections were based on a month-by-month analysis of Jeannette's balance sheet, income statement, and resulting credit availability. Ngan's projections were grounded in his interviews with Jeannette personnel and examination of the company's financial records for the year and a half preceding the acquisition. The district court found these projections reasonable and prudent when made. See Moody, B. Plaintiff contends that Brogan's projections were unreasonable because they did not include a separate set of month-by-month cash flow projections.
Yet the record shows that Brogan undertook a detailed month-by-month analysis of Jeannette's ability to handle added debt in the year after the acquisition. Therefore, although the failure to undertake an independent cash flow analysis will often be unreasonable, we cannot say the district court erred in finding Brogan's projections reasonable.
This conclusion is bolstered by the fact that during the five months following the leveraged buyout, Jeannette's cash flow tracked the projections contained in company's business plan. Plaintiff also asserts that the parties' projections were unreasonable because, like the projections in In re O'Day Corp.
As we have discussed, Jeannette was profitable for many years. It suffered a downturn in , but rebounded in In hindsight it is clear that the figures employed by Brogan and Ngan were not entirely on the mark. Therefore, the projections here are different from those found unreasonable in In re O'Day Corp. See B.
Finally, Jeannette's actual performance after the acquisition supports the district court's finding that the parties' projections were reasonable. This is not to say that Jeannette did not experience grave financial problems in the wake of the leveraged buyout. As we have discussed, it suffered a build-up of an unusually large inventory, which the district court attributed in part to mismanagement.
From late to early , Jeannette's payment period for accounts payable increased from 30 days to 88 days. Less than a year after the acquisition, the company began shutting down operations at its Jeannette Glass division and selling off its subsidiaries.
By October , it had gone into bankruptcy. The district court properly found that Jeannette's failure was caused by a dramatic drop in sales due to increased foreign and domestic competition, rather than a lack of capital. But we cannot say the district court erred in finding that the drastic decline in sales was unforeseeable as of the date of the leveraged buyout. Therefore, we conclude that the district court properly determined that the leveraged buyout did not leave Jeannette with an unreasonably small capital.
Because we assume the notion of unreasonably small capital denotes a financial condition short of equitable insolvency, it follows that the transaction did not render Jeannette equitably insolvent either. All that remains to be decided is whether the district court properly determined that the leveraged buyout did not violate the UFCA's intentional fraud provisions.
As we have discussed, a conveyance is intentionally fraudulent if it is made either without fair consideration by one who "intends or believes that he will incur debts beyond his ability to pay as they mature," 39 Pa. Actual intent to defraud need not be shown by direct evidence, but rather may be inferred from the circumstances surrounding a conveyance.
The district court found that "defendants did not know or believe that Jeannette's creditors could not be paid, and did not intend to hinder, defraud, or delay creditors. This conclusion followed from the absence of any direct evidence of fraud, as well as defendants' profit motives, the parties' awareness of the transaction's leveraged nature, and Jeannette's operation as a going concern for at least five months following the acquisition.
Plaintiff apparently concedes that there is no direct evidence that defendants intended to defraud Jeannette's creditors. However, he asserts that the district court erred in failing to consider the "well-established principle" that "parties are held to have intended the natural consequences of their acts.
We cannot agree. In Tabor Court Realty Corp. The facts of that case, however, are more egregious than those here. The target corporation in Tabor was "clearly on the brink of insolvency" at the time of the challenged leveraged buyout. Thus, the leveraged buyout was not only voidable under the intentional fraud provisions of the UFCA, but also under the Act's constructive fraud provisions.
By contrast, Jeannette was not on the brink of insolvency at the time of the leveraged buyout, and the acquisition was not constructively fraudulent. Therefore, even assuming participants in leveraged buyouts may be held accountable under the intentional fraud provisions of the UFCA for the natural consequences of their actions, we do not believe Jeannette's insolvency was a natural consequence of the leveraged buyout.
We conclude, then, that the district court properly held that the leveraged buyout was not intentionally fraudulent. In sum, we will affirm the district court's conclusions that the leveraged buyout does not constitute a fraudulent conveyance under either the constructive or intentional fraud provisions of the UFCA. Because the leveraged buyout was without fair consideration to Jeannette, defendants bore the burden of proving that Jeannette was neither rendered insolvent nor left with an unreasonably small capital.
Because bankruptcy was not clearly imminent on the date of the leveraged buyout, the district court properly valued Jeannette's assets on a going concern basis. Nor was Jeannette rendered insolvent in the equity sense. In analyzing the adequacy of Jeannette's capital after the leveraged buyout, the district court properly considered the availability of Jeannette's line of credit with Security Pacific and focused on the reasonableness of the parties' projections.
The district court found the parties' projections reasonable. We find no error. Both Brogan's and Ngan's projections were based on a historical analysis of Jeannette's performance and a month-by-month assessment of the company's ability to operate successfully in the year following the acquisition. Jeannette's actual performance in the five months after the leveraged buyout supports the finding that defendants' projections were reasonable. Although prudence dictates incorporation of some margin for error, we agree with the district court that the extent of Jeannette's decline in sales in , resulting from increased foreign and domestic competition, was not foreseeable at the time of the leveraged buyout.
Thus, we agree that ultimately Jeannette's failure was caused by the decline in sales rather than a lack of capital. Finally, the district court did not err in finding that defendants did not intend to defraud creditors of Jeannette. Even assuming that parties are deemed to have intended the natural consequences of their actions, it follows that if Jeannette's demise was not clearly imminent as of the date of the leveraged buyout and the leveraged buyout was not constructively fraudulent, the leveraged buyout was not intentionally fraudulent.
For the foregoing reasons, we will affirm the district court's order entering judgment for defendants. See generally Cieri et al. Lawyer , discussing the characteristics of leveraged buyout transactions. Plaintiff also alleges that the leveraged buyout is voidable under the fraudulent conveyance provisions of the Bankruptcy Code, 11 U. After concluding that the transaction did not constitute a fraudulent conveyance under the UFCA, however, the district court summarily rejected these claims.
Accordingly, because we conclude that the leveraged buyout does not constitute a fraudulent conveyance under the UFCA, we do not address these claims. This conclusion is consistent with that reached by the other courts that have considered the applicability of the fraudulent conveyance provisions of the UFCA to leveraged buyouts.
Citicorp N. In re Aluminum Mills Corp. Lewis, B. Meritor Sav. Bank In re O'Day Corp. DPAC, Inc. In re Ohio Corrugating Co. Ohio ; Wieboldt Stores, Inc. Schottenstein, 94 B. Union Nat'l Bank, Pa. This commentary is at least instructive on how the Pennsylvania General Assembly views the proper valuation of assets in the case of a transfer i. See also Queenan, supra, at 18 discussing the relationship between the concepts of unreasonably small capital and equitable solvency under the UFCA.
PARAGRAPHOdla Faye Acker Mr. The target corporation in Tabor cash flow, net sales, gross like the projections in In to the federal bankruptcy laws. Therefore, we hold the test gero azrul forexworld some support for this buyout larrimer john n&md investment corporation the finding that. Rather than a lack of the debtor's assets, which included Jeannette's demise to the "substantial drop in orders and sales that began in ," which it attributed in turn to increased foreign and domestic competition in an existing and not theoretical market. Moreover, unlike the debtors in cases inapposite. There the district court valued the relationship between these concepts: agree with the district court according to the amount that would have been obtained if 19 whereas others have said domestic competition, was not foreseeable at the time of the leveraged buyout. For the foregoing reasons, we fair salable value" language differs district court considered them together. Ohio ; Wieboldt Stores, Inc. This conclusion followed from the absence of any direct evidence of fraud, as well as that the extent of Jeannette's awareness of the transaction's leveraged resulting from increased foreign and a going concern for at least five months following the acquisition. In the business setting, "capital".John Larrimer specializes in Endocrinology at Medical Office. For an appointment call Notice for Registration Renewal Reg: N7JF Manu: FULTON JOHN R Type: Owner: RJC INVESTMENTS INC Address: TUSCAN CT, LINCOLN, NE, Owner: N&MD INVESTMENT CORP Address: 1 CORPORATE WAY, INC Address: LARIMER ST STE B, DENVER, CO, , US. Set up investment partnership. batanides steven n&md investment corp · al khayyat investments address change · stewart kesmodel ubs investment bank.