goldman sachs lending partners llc

In evaluating whether an entity is a non-statutory insider, courts examine two factors: (1) the closeness of the relationship between the debtor and the transferee, and (2) whether the transactions between the transferee and the debtor were conducted at arm's length. In re A. Tarricone, Inc., 286 B.R. Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir.1993). With regard to the Goldman Lenders' relationship with the Debtors Plaintiffs, the Plaintiffs allege no more than that the Goldman Lenders were ordinary commercial lenders that participated in a lending syndicate. at 62, 118 S.Ct. Well-established precedent holds that in order for one company to be held responsible for the actions of a related company, it is necessary that there be sufficient facts to pierce the corporate veil. Ins. Financing, advisory services, risk distribution, and hedging for our institutional and corporate clients. For this Sample Asset, we were instructed to perform an additional procedure and compare the first payment due date set forth on the Statistical Data File to the first payment due date set forth on Servicing System Screen Shots; with respect to our comparison of Characteristic 13., differences of one day or less are deemed to be in agreement;. WebGreenSky Servicing, LLC services the loans on behalf of participating lenders. See Wilen v. Pamrapo Savings Bank, S.L.A. Instead, Plaintiffs' allegations relate exclusively to the Goldman Lenders through the PIA Funds' 19.8% interest in GMACCH. 10 Civ. of Unsecured Creditors of the Debtors v. Austin Fin. WebGoldman Sachs Lending Partners LLC. New York, NY 10282, USA. GreenSky, LLC and GreenSky Servicing, LLC are subsidiaries of Goldman Sachs Bank USA. ( Id. Judicial estoppel bars a party from (i) taking a position that is clearly inconsistent with an earlier position, (ii) where the party's former position was accepted by a court in an earlier proceeding, and (iii) where, by taking the position, the party would derive an unfair advantage or impose an unfair detriment on the opposing party. See e.g., In re Enter. The PIA Funds consist of CS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG, and GS Capital Partners V Institutional, L.P. New Hampshire v. Maine, 532 U.S. 742, 75051, 121 S.Ct. Invalid input parameters. See e.g., In re KCMVNO, 2010 WL 4064832, at *5 (dismissing non-statutory insider preference claim because plaintiffs stat[ed] bare conclusions and failed to allege sufficient facts from which the Court could infer no-statutory insider status); In re Champion, 2010 WL 3522132, at *68 (dismissing equitable subordination claim; complaint failed to allege facts that would permit court to infer non-statutory insider status); Lyme Regis Partners, LLC v. Icahn (In re Blockbuster Inc.), No. 95989, 1978 WL 8531, U.S.Code Cong. Non-GAAP Financial Measures. Weinheimer v. Lower Brule Cmty. We compared such recomputed information to the corresponding information set forth on the Statistical Data File. If the only thing you know about sports is who wins and who loses, you are missing the highest stakes action of all. In addition, nearly all the proceeds from the Note issuance were used to repay a portion of the Bridge Loan that was owed to Defendants. Appendix A to Independent Accountants Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated February 23, 2021. Detailed business profile of GOLDMAN SACHS LENDING PARTNERS LLC (200 WEST STREET, NEW YORK, NY, 10282, Florida): FEI Number, Events, Annual Report Dates, Officers and Principals. Our clients always come first. (See AC 69) (The Goldman Sachs Group at least partly owns each of the Controlled Goldman Affiliates, and committed at least thirty percent (30%) of the funds for GS Capital Partners V, L.P.). Feb. 1, 2011) (applying New York veil-piercing law to a section 548 fraudulent transfer claim); see also In re Champion, 2010 WL 3522132, at *910(applying state veil-piercing law in an equitable subordination case). Group, 438 B.R. 1808 (finding the court's acceptance of a consent decree estopped a party from taking a position contrary to the position it took to facilitate that acceptance); Adelphia, 634 F.3d at 696 (applying judicial estoppel where court accepted the accuracy of the litigant's statements); Kunica, 233 B.R. at 20). This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Thus, Delaware law governs the analysis for Goldman Sachs Lending Partners LLC (a Delaware LLC) and Goldman Sachs Credit Partners, L.P. (a Bermuda limited partnership with a Delaware LLC as its general partner); New York law governs the analysis for the Goldman Sachs Mortgage Company (a New York limited partnership with a New York corporation as its general partner); and Nova Scotia law governs the analysis for Goldman Sachs Canada Credit Partners Co. (a Nova Scotia unlimited company). Form 8-K - Tuesday, April 18, 2023. at 69899 (emphasis in the original). No. 0810600(BLS), Adv. See NetJets Aviation, 537 F.3d at 177 (a veil-piercing inquiry turns on whether those in control of a corporation did not treat the corporation as a distinct entity by disregarding corporate formalities) (internal citation and quotation marks omitted); Morris v. N.Y. State Dep't of Taxation and Fin., 82 N.Y.2d 135, 141, 603 N.Y.S.2d 807, 623 N.E.2d 1157 (N.Y.1993) ([C]omplete domination of the corporation is the key to piercing the corporate veil). Wall Streets Crystal Ball Shatters as Stocks Stage Big Rally, Sunaks Struggles, Water Woes and Pride: Saturday UK Briefing, Charting the Global Economy: US Inflation Cools, Europes Rises, China Names New PBOC Party Chief, Sets Stage for Governor Change, S. 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Adelphia, 634 F.3d at 68586. The case upon which the Plaintiffs principally rely, considered whether a close personal friendship gave rise to statutory insider status and the court expressly distinguished cases involving a bank or other institutional lender where control is the sole basis for a finding of insider status. Hirsch v. Tarricone (In re A. Tarricone, Inc.), 286 B.R. 4, 53). Agent Name THE CORPORATION TRUST COMPANY Agent Address Greece Athens Goldman Sachs Bank Europe SE, Athens Branch The Orbit 115 Kifissias Avenue 115 24, Athens Greece. 101(31)(B), 101(31)(E). 54). Kasowitz, Benson, Torres & Friedman LLP, by Michael C. Harwood, Esq., Adam L. Sniff, Esq., New York, NY, for Plaintiffs. dismissing veil piercing claim where plaintiff did "not adequately allege that [defendant] used its corporate form as a sham to perpetrate a fraud or injustice ". ( Id. Inc. v. Goldman Sachs Credit Partners L.P. Make your practice more effective and efficient with Casetexts legal research suite. WebThe Goldman Sachs 10,000 Small Businesses program is delivered through partnerships between local community colleges, business schools, Community Development Financial Institutions and leading nonprofit organizations. 1955. Such allegations are necessary to a veil-piercing claim. They aver that the participants in the LBO Transaction intended, understood, and represented to the investing public that all parts of the LBO Transaction were and should be viewed as one unified transaction. In late 2008, because of credit-market turmoil and a related decline in the value of its mortgage-related holdings, CFGI found itself in a challenging financial situation and expected to incur a substantial loss in the fourth quarter. Plaintiffs have not pled facts that would permit the multiple corporate veils separating the Goldman Lenders, the PIA Funds, and The Goldman Sachs Group to be disregarded. The issues presented here arise out of the complex transactions surrounding the $8.7 billion leveraged buyout of CFGI in 2006, a restructuring of its debt and its bankruptcy in 2009, in which the Goldman Lenders and other entities or affiliates of the Goldman Sachs Group Inc. (the Goldman Sachs Group), the parent of the Goldman Lenders were involved. 1683, 40 L.Ed.2d 90 (1974)). The Plaintiffs have only alleged that the PIA Funds held a 19.8% stake in GMACCH, a Delaware limited liability company that in turn held 74% of the Debtors' equity. Less than 90 days later, the CFGI Board considered filing for bankruptcy within the 90 day preference period that would have required the Goldman Lenders to return these payments regardless of whether they were insiders, but the Board, including Gross, decided to wait until after the preference period expired. The cases cited by Plaintiffs for the proposition that courts have recognized Rule 13d in the bankruptcy context (Memo. A claim premised on veil piercing can survive a motion to dismiss if the complaint alleges facts sufficient to show that (1) the parent exercised complete domination and control over the subsidiary such that the subsidiary had no legal or independent significance of [its] own, and (2) the corporate form was used to perpetrate some form of injustice or fraud. On February 17, 2021, representatives of Goldman, on behalf of the Company, provided us with an additional listing with respect to 10,840 solar assets, which included 196 of the 200 Initial Selected Assets (the Subsequent Solar Asset Listing). At the Companys instruction, we randomly selected four additional solar assets from the Subsequent Solar Asset Listing that were not identified as an Initial Selected Asset (the Subsequent Selected Asset). We develop ideas and analysis that drive new perspectives, new products and new paths to growth. Sharp Int'l Corp. v. State Street Bank & Trust Co. (In re Sharp Int'l Corp.), 403 F.3d 43, 5455 (2d Cir.2005) (analyzing good faith element of fair consideration under N.Y. Debt. In addition, the standard for veil-piercing is very demanding. 9193). The Committee filed a motion for reconsideration as to its standing to pursue the preference claims. Dev. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report. suggesting that state law on veil piercing generally applies to cases arising under federal law, applying New York, Delaware, and Nova Scotia law, dismissing a claim in light of "the absence of adequate factual allegations sufficient to raise a plausible inference that either prerequisite for veil piercing is present", explaining that, under New York law, [d]isregard of the corporate form is warranted only in extraordinary circumstances, and conclusory allegations of dominance and control will not suffice to defeat a motion to dismiss (alteration in original), noting that Delaware law allows veil piercing "to disregard the corporate formalities separating horizontal affiliates" in order to hold insiders liable but rejecting claim in that case based on the facts. 200 West Street, NEW YORK, NY, 10282, USA, 289 S Culver St, Lawrenceville, GA, 30046-4805, US, GOLDMAN & ASSOCIATES LIMITED LIABILITY COMPANY, Goldman Appliance Installation Sales & Removal Services, LLC, Self & Thompson Ventures Limited Liability Company. We compared Characteristics 16. through 28. to the corresponding information set forth on or derived from electronic data files from the Companys loan systems, delivered by Goldman, on behalf of the Company, as of February 11, 2021 (collectively, the System File). The agent name for this entity is: C T CORPORATION SYSTEM. They seek the dismissal of Plaintiffs' claims with prejudice. WebInvestor Relations. The Defendants also contend that the Bankruptcy Court reserved jurisdiction over this issue. This website is provided as is without any representations or warranties, express or implied. at 633. For purposes of our procedures and at your instruction: The solar asset documents described above, including any information obtained from the indicated systems, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the Asset Documents. We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Asset Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. & Cred. CFGI also granted security interests in nearly all its U.S. and Canadian mortgage loan assets and foreclosed real estate, other than its ownership of and the assets of Capmark Bank. Fuel Corp. v. Utah Energy Dev. Goldman Sachs Reports 2023 First Quarter Earnings Per Common Share of $8.79. Goldman Sachs Lending Partners LLC filed as a Foreign Limited Liability Company in the State of New York on Wednesday, October 8, 2008 and is approximately fifteen years old, as recorded in documents filed with New York Department of State. Judge Sontchi held a hearing on the Committee's reconsideration motion on April 11, 2011. On October 24, 2011, the Plaintiffs commenced the present action in the Southern District of New York seeking to recover, as insider preferences, $147 million in transfers made by the Plaintiffs' predecessors to the Defendants within a year before the Debtors filed their petitions for reorganization in bankruptcy. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We invest our capital alongside our clients' capital to help businesses grow. ( Id.). The company's filing status is listed as Active and its File Number is 3847575. Where a plaintiff seeks to disregard the corporate formalities separating horizontal affiliates such as the Goldman Lenders and the PIA Funds, the veils separating each entity from the shared corporate parent must be pierced. Some error occurred. Plaintiffs have not alleged that any of the Goldman Lenders were (a) directors, officers, or general partners of a Debtor in the CFGI bankruptcy; (b) person[s] in control of a Debtor; or (c) affiliates, or insiders of an affiliate, of a Debtor. 995068, 225 F.3d 645, 2000 WL 1340569, at *5 (2d Cir. Judicial estoppel does not require that a court expressly assume a party's position in formulating its opinion or issue a final decision on the merits. These allegations do not suggest that the Goldman Lenders had a close relationship with the Debtors, or that the Goldman Lenders exercised anything resembling the high level of control required for non-statutory insider status. WebGoldman Sachs Specialty Lending Group | 2,527 followers on LinkedIn. However, in Butner v. United States, upon which the Plaintiffs rely, the Supreme Court noted that [p]roperty interests are created and defined by state law[,] and thus in the narrow context of ownership interests in mortgaged property, [u]nless some federal interest requires a different result, there is no reason why such interests should be analyzed differently simply because an interested party is involved in a bankruptcy proceeding. 440 U.S. 48, 55, 99 S.Ct. Specifically, the Delaware Bankruptcy Court accepted and adopted Plaintiffs' position concerning the arm's-length nature of the Secured Credit Facility transaction in its November 1, 2010 Findings and Conclusions. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. at 513. See e.g., Fletcher, 68 F.3d at 146061 (finding statements in advertising materials insufficient to veil pierce, and further finding that documents describing a subsidiary as a division did not support veil piercing). 4546). ( Id. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. The Secured Credit Facility had repayment terms that were allegedly less favorable to CFGI than the 2006 Credit Facility and Bridge Loan, including a higher Base Rate interest rate, an additional Applicable Margin of 1.5% per year above the Base Rate, and an additional Applicable Margin of 2.5% per year for Eurodollar Rate Advances, as well as imposing liens on most of its non-CFGI Bank properties. First Quarter 2023 Form 10-Q. Proc. The legislative history of 101(31)(B) illustrates that Congress was concerned with situations in which [a]n insider has a sufficiently close relationship with the debtor that his conduct is made subject to closer scrutiny than those dealing at arms length with the debtor. S.Rep. Plaintiffs contend that The Goldman Sachs Group's controlled affiliates possessed a controlling interest in Capmark, as the lead lenders, managers and advisors, and had a representative on Capmark's Board. 2, Taipei Taiwan, 10675 Within: 02 2730 4000 International: +886 2 2730 4000. On the other hand, Defendants contend that there is no basis for Plaintiffs' statutory insider claims against the Goldman Lenders as they are separate corporate entities from the PIA Funds and The Goldman Sachs Group, and that no facts have been alleged supporting veil piercing of these entities. Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. According to the Plaintiffs, as a lender with a member on CFGI's Board of Directors, the Goldman Lenders stood on both sides of this new loan. 819, 833 (Bankr.N.D.N.Y.2010); see also Schubert v. Lucent Techs. The allegations of the AC that the Goldman Lenders share employees and legal and risk-management personnel with The Goldman Sachs Group (AC 75) are insufficient to show complete domination and control. at 59 (stating that a bankruptcy court's decision to dismiss case constituted adoption of debtor's representations regarding assets; had debtor disclosed certain assets, court might have ordered different relief). No. Plaintiffs cannot save their non-statutory insider claim by arguing that non-statutory insider status requires a fact-intensive inquiry that is ordinarily not resolvable on a motion to dismiss. (Memo in Opp. Pro. & Admin. No. ( Id. (AC 2, 2936). However, as discussed above, facts must be alleged to support a showing of domination, fraud or injustice. 1, 31 (Bankr.D.Mass.2011); In re Trenton Ridge Investors, LLC, 461 B.R. In applying our agreed-upon procedures as outlined above, we performed an additional procedure with respect to Characteristic 14. for the following Sample Assets: Appendix D to Independent Accountants Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated February 23, 2021. at 262;Adelphia, 634 F.3d at 69798 (finding representations made on behalf of a debtor clearly inconsistent where those claims could not be reconciled with the debtor's prior representations). If Plaintiffs had not taken the position that the Secured Credit Facility transaction was negotiated at arm's length, the constructive fraudulent transfer claim that the Committee sought standing to pursue, as well as potential actual fraudulent transfer and equitable subordination claims, which were released by the settlement, may have been strengthened. (AC 85, 87). Nothing on this website constitutes, or is meant to constitute, advice of any kind. (Memo in Opp. 240.13d3, 13d5; see CSX Corp. v. Children's Inv. Plaintiffs have not alleged any facts that would establish that the corporate formalities separating the Goldman Lenders, the PIA Funds, and The Goldman Sachs Group were in any way disrespected. ( Id.). In applying our agreed-upon procedures as outlined above, we observed the following: Appendix E to Independent Accountants Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated February 23, 2021. ( Id.). In the absence of adequate factual allegations sufficient to raise a plausible inference that either prerequisite for veil piercing is present, the statutory insider claim is dismissed. In May 2008, CFGI also engaged in an exchange offer pursuant to which it exchanged the $2.55 billion of privately offered 2007 Notes for publicly tradable notes. The AC therefore does not allege that the Goldman Lenders were, by themselves, statutory insiders. 624 F.3d 123, 13839 (2d Cir.2010). Inc., 460 F.3d 201, 20809 (2d Cir.2006) (internal quotation marks omitted). de C.V., 651 F.3d 329, 339 n. 4 (2d Cir.2011) (stating that when a case calls on us to interpret a provision of the Bankruptcy Code. Our Global Investment Research division provides original, fundamental insights and analysis for clients in the equity, fixed income, currency and commodities markets. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK. 1050514(KG), 2010 WL 3522132, at *10 (Bankr.D.Del. Plaintiffs cite to no authority that supports the use of a federal veil-piercing standard in actions arising under the Bankruptcy Code or any case holding that a federal veil-piercing standard displaces state law standards in cases arising under federal law. With respect to our comparison of Characteristic 30., we recomputed the # of months since PTO as the number of months between (i) the in-service date (PTO Date) (as set forth on the System File) and (ii) February 11, 2021. at 63233. Loans originated by Goldman Sachs are issued by Goldman Sachs Bank USA, Salt Lake City Branch. The Plaintiffs have also not adequately alleged the second, independent element of a veil-piercing claim that The Goldman Sachs Group used its subsidiaries' corporate forms as a sham to perpetrate a fraud or injustice. NetJets Aviation, 537 F.3d at 183;Morris, 82 N.Y.2d at 142, 603 N.Y.S.2d 807, 623 N.E.2d 1157 (in addition to domination, plaintiff must show that the owners, through their domination, abused the privilege of doing business in the corporate form to perpetrate a wrong or injustice against [plaintiff]). ( Id. Barclays 745 Seventh Avenue New York, New York 10019 Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC 200 West Street New York, New York 10282-2198 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bank of America, N.A. Bankruptcy courts have accordingly focused on the closeness between the transferee and the debtor, the degree of control or influence the transferee exerts over the debtor, and whether the transactions were conducted at arms length. In re Oakwood Homes Corp., 340 B.R. Taken together, neither the AC nor Plaintiffs' opposition identifies any facts adequately alleging the piercing of the veil separating the Goldman Lenders, the PIA Funds and The Goldman Sachs Group. Please refresh the page and try again. Instead, in order to securea settlement that saved the Debtors' estates approximately $320 million and paved the way for Plaintiffs' emergence from bankruptcy, In re Capmark Fin. After briefing and discovery on the Committee's standing motion and a closely-related settlement involving broader claims against all secured lenders on October 14, 2010, Judge Sontchi commenced a five-day evidentiary hearing to consider both the settlement and the Committee's standing motion. The debtor and its post-emergence litigation trust, the Court found, had obtained an unfair advantage by (1) facilitating and expediting the asset sale while remaining silent about the fraudulent conveyance claims, and then (2) bringing the fraudulent conveyance claims shortly after the asset sale. The PIA Funds held a 19.8% ownership interest in GMACCH and allegedly became a majority owner of CFGI together with its fellow LLC members. ( Id. ( Id. For these Sample Assets, we were instructed to perform an additional procedure and compare the system size set forth on the Statistical Data File to the system size set forth on screen shots from the Companys underwriting system (the Underwriting System Screen Shots); with respect to our comparison of Characteristics 30. and 31., differences of one month or less are deemed to be in agreement.. The AC does not allege facts that the Goldman Lenders or the PIA Funds are sham entities, nor that they exist as vehicle[s] for fraud. See Am.

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