United States: Bankruptcy Court Confirms City Of Detroit’s Chapter 9 Plan Of Adjustment

Jones Day Counsels City of Detroit Throughout Historic Municipal Bankruptcy Case

The Honorable Steven W. Rhodes of the United States Bankruptcy Court for the Eastern District of Michigan issued a bench ruling on November 7, 2014 (available at http://www.mieb.uscourts.gov/sites/default/files/notices/
Oral_Opinion_on_Detroit_Plan_Confirmation_Judge_Rhodes_FINAL_for_Release.pdf
), confirming the chapter 9 plan of adjustment for the City of Detroit (the "City") and paving the way for the City's exit from the largest and most complex municipal bankruptcy case in U.S. history. Both the City's achievement— the adjustment of approximately $18 billion in debt—and the speed with which the case was resolved—16 months after the City filed its chapter 9 petition— are unprecedented. The ruling follows a 24-day confirmation hearing and many months of out-of-court mediation and negotiations with retiree representatives, bond insurers, labor unions, and other creditor representatives. Jones Day has acted as lead restructuring counsel for the City of Detroit throughout these negotiations and the City's chapter 9 case.

Explained David Heiman, leader of the Jones Day team:

We are privileged to have been able to play a central role in this historic matter—the rebirth of Detroit, truly a great American city. We congratulate the many people who made this extraordinary result possible, including Governor Rick Snyder; Kevyn Orr; the mediation team led by U.S. district court chief judge Gerald Rosen; U.S. bankruptcy judge Steven Rhodes; the county executives and boards of Macomb, Oakland, and Wayne Counties; the mayor and city council of Detroit; and the numerous stakeholder parties that participated in this epic restructuring. Detroit has a great future ahead of it.

The confirmed plan reduces the City's estimated $18 billion debt burden by approximately $7 billion, restoring the City's financial solvency. Equally important, the plan establishes the framework for the reinvestment of approximately $1.7 billion over 10 years in a wide array of revitalization projects that will improve the everyday lives of the City's residents. These improvements include the following:

  • Sweeping blight remediation initiatives;
  • Renewed focus on public safety, with significant investment in the City's police, fire, and EMS departments;
  • Comprehensive improvements to the City's public transportation system;
  • An overhaul of the City's outdated and obsolete information technology systems; and
  • Streamlining of the operations of all City departments.

One of the most important aspects of the plan is the global settlement of issues related to the City's pensions and retiree health care. As a result of months of mediation and negotiation between the City, the official committee of retirees appointed by the bankruptcy court, the City's pension systems, and major unions and retiree associations, the plan enables the City's pensioners to retain between 95.5 and 100 percent of their current monthly pension allowance and increases the solvency of the City's retirement systems. This settlement also provides for the establishment of voluntary employee beneficiary associations (VEBAs) to assume the responsibility for providing health-care benefits to current City retirees.

This comprehensive resolution of the City's pension and retiree health issues would not have been possible without another settlement—popularly known as the "Grand Bargain"—pursuant to which:

  • The State of Michigan, certain philanthropic organizations, and the Detroit Institute of Arts ("DIA") committed a total of $816 million to address the underfunding of the City's pensions; and
  • The world-class art collection housed at the DIA was protected from dismemberment and placed in a perpetual charitable trust for the benefit of the City's residents and the surrounding region.

This "Grand Bargain" is unprecedented—parties with no existing obligation to the City have committed nearly $1 billion to the City's restructuring efforts and have preserved a critical cultural asset.

The bankruptcy court also approved other key settlements and agreements that promise continuing revitalization of the City, including the following:

  • An agreement with Financial Guaranty Insurance Company ("FGIC"), an insurer of more than $1 billion of the City's debt, to redevelop the site of the Joe Louis Arena ("JLA") following the relocation of the Red Wings to their new arena, pursuant to which FGIC would fund the costs of future construction upon the JLA site.
  • A similar agreement to enter into certain redevelopment transactions with Syncora, an active litigant in the chapter 9 case that holds or insures more than $350 million of debt. These redevelopment transactions include: (i) an extension of Syncora's existing lease of the Detroit-Windsor Tunnel; (ii) options to develop certain City properties; (iii) a concession for Syncora to operate Detroit's Grand Circus Parking Garage; and (iv) Syncora's commitment to make substantial capital improvements to and investments in the City and its assets.
  • Settlements with certain insurers and bondholders of general obligation bonds issued by the City. These settlements resolve significant disputes regarding the priority status of general obligation bond claims under Michigan law while allowing the City to retain millions of dollars in certain existing tax revenues.
  • The City's landmark agreement with Wayne County, Oakland County, Macomb County, and the State of Michigan to create a regional water and sewer authority.

None of the foregoing would have been possible without the commitment and indefatigable effort of the outstanding mediation team appointed by the bankruptcy court.

Other notable accomplishments and precedents in the City of Detroit's chapter 9 bankruptcy case include the following:

  • The tender of approximately $1.47 billion of Detroit Water and Sewerage Department ("DWSD") bonds, the first successful tender transaction in a chapter 9 bankruptcy case. The DWSD tender and related settlement with holders of DWSD bond claims will result in approximately $130 million in savings to DWSD.
  • A settlement between the City and secured creditors arising from certain interest-rate swap contracts, resulting in a 70 percent reduction of the City's obligations and savings of nearly $200 million.
  • Negotiation of new five-year collective bargaining agreements with all major City unions.
  • Adoption of a new hybrid pension plan for employees going forward.

Crucially, the City's achievements under the plan will be preserved by an independent Financial Review Commission to be formed under recently enacted state legislation; the commission will review the City's performance to ensure that the City complies with the plan, uses sound budgets, develops realistic financial plans, and manages its expenses to meet all of its financial obligations going forward.

Jones Day was retained in March 2013 as lead counsel to the City of Detroit in connection with its ongoing restructuring efforts and has counseled and served the City throughout its chapter 9 case. Jones Day: (a) assisted in the development and implementation of restructuring proposals, including the chapter 9 plan of adjustment; (b) participated in negotiations with the City's key stakeholder constituencies (including approximately 150 mediations), with the goal of reaching a consensual restructuring; and (c) handled all aspects of the chapter 9 case. The wide-ranging nature of the City's restructuring required Jones Day to perform an equally wide array of legal services, including litigation in multiple venues; the documentation and closing of a multitude of transactions, including the Grand Bargain and redevelopment transactions discussed above; capital-raising transactions; labor negotiations; and the structuring of pension and health-care benefits, among others.

The Jones Day team was led by Business Restructuring & Reorganization partners David Heiman (Cleveland), Bruce Bennett (Los Angeles), and Heather Lennox (Cleveland and New York). The team included the following:

Banking & Finance: Joel Telpner (New York); Business Restructuring & Reorganization: Corinne Ball (New York), Jeff Ellman (Atlanta), Brad Erens (Chicago), and Tom Wilson (Cleveland); Employee Benefits & Executive Compensation: Evan Miller (Washington), Sarah Griffin (Los Angeles), and Elena Kaplan (Atlanta); Labor & Employment: Brian Easley (Chicago), Jessica Kastin (New York), and Mike Rossman (Columbus); Litigation in Washington: Tim Cullen (Practice Leader, Global Disputes), Beth Heifetz (Practice Leader, Issues & Appeals), Geoff Irwin (Business & Tort Litigation (USA)), Greg Shumaker (Business & Tort Litigation (USA)), and Geoff Stewart (Global Disputes); and Real Estate: Brian Sedlak (Chicago).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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