goldman sachs lending partners llc

1955). ( Id. GOLDMAN SACHS LENDING PARTNERS LLC Company Number 3838135 Incorporation Date 4 August 2004 (almost 19 years ago) Company Type Limited Liability Company Jurisdiction Delaware (US) Controlling Company THE GOLDMAN SACHS GROUP, INC. Nor would that allegation, even if true, establish that the PIA Funds had the substantial control rights required for a 11 U.S.C. at 62, 118 S.Ct. (AC 85, 87). (Memo in Opp. ( Id. with respect to our comparison of Characteristic 14., differences of 0.01 or less are deemed to be in agreement. Further, for the Sample Assets indicated in Appendix C, we observed a difference with respect to the system size set forth on the Statistical Data File when compared to the system size set forth on the Purchase Agreement. New Hampshire v. Maine, 532 U.S. 742, 75051, 121 S.Ct. Goldman Sachs The Second Circuit has rejected similar attempts to supplant definitions set out in the Bankruptcy Code with dissimilar definitions from the Exchange Act. The agent name for this entity is: C T CORPORATION SYSTEM. Pro. at 19). 17, 2011) (dismissing equitable subordination claim where complaint fail[ed] to allege facts sufficient to show that [defendants] were non-statutory insiders, nor has it adequately pled any sort of close relationship that would justify such a conclusion.). All references to CFGI and its reorganized debtor affiliates as they existed prior to the effective date of the Third Amended Joint Plan of Capmark Financial Group, Inc. and certain of its affiliated proponent debtors under chapter 11 of the Bankruptcy Code (the Plan) shall be to CFGI and its affiliates as they existed prior to consummation of the Plan. New Hampshire, 532 U.S. at 752, 121 S.Ct. 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. We compared such recomputed information to the corresponding information set forth on the Statistical Data File. In addition, the language of section 547(b)(4)(B) states that an insider relationship is to be determined on the exact date of the challenged transfer. 5 Collier on Bankruptcy 547.03[6] n. 113 (Alan N. Resnick & Henry J. Sommer eds., 16th ed. 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. 2010) (emphasizing that the point in time when the transferee was an insider is critical and that [t]he language of section 547(b)(4)(B) clearly states that an insider relationship is to be determined on the exact date of the challenged transfer (internal quotation marks omitted)). 200 West Street, 29th Floor. 624 F.3d 123, 13839 (2d Cir.2010). The Second Circuit judicially estopped the claims. Instead, Plaintiffs' allegations relate exclusively to the Goldman Lenders through the PIA Funds' 19.8% interest in GMACCH. Inc.), 277 B.R. GreenSky | Get There Faster With respect to our comparison of Characteristic 29., we recomputed the ITC amount by multiplying the original loan amount by (i) 30.0%, for the Sample Assets with a Docs Sent Date (as set forth on a query provided by Goldman, on behalf of the Company, from the Companys origination system (the Docs Sent Date Query)) of October 31, 2019 or earlier or (ii) 26.0%, for Sample Assets with a Docs Sent Date (as set forth on the Docs Sent Date Query) of November 1, 2019 or later. 547(b)(4)(B). According to the Defendants, the Plaintiffs in this action are the Committee in a different guise, represented by the same counsel, seeking the same relief that the Committee earlier sought before Judge Sontchi. Group Inc. v. Goldman Sachs Credit Partners L.P., 491 B.R. at 10). Pursuant to that agreement, CFGI secured a new $1.5 billion secured term loan facility (the Secured Credit Facility) to pay down the same amount of the 2006 Credit Facility. Under New York and Delaware law, [t]he separate corporate existences of parent and subsidiary will not be set aside merely on a showing of common management of the two entities, nor on a showing that the parent owned all the stock of the subsidiary. In re Digital Music Antitrust Litig., 812 F.Supp.2d at 418. The remaining 196 Initial Selected Assets and the 4 Subsequent Selected Assets are collectively hereinafter referred to as the Sample Assets.. Thank you for subscribing to BRIEFINGS: a newsletter from Goldman Sachs about trends shaping markets, industries and the global economy. The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Data File were found to be in agreement with the above-mentioned Asset Documents, except as described in Appendix D. Supplemental information is contained on Appendix E. We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the solar assets underlying the Statistical Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the solar assets or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies. Plaintiffs contend that the AC has adequately alleged that (i) Defendants were statutory insiders of the Debtors at the time of the Secured Credit Facility because they had acquired their Capmark stock collectively with a group of investors who together became members of GMACCH, a limited liability company that owned approximately 74% of Capmark or (ii) in the alternative, that Defendants were non-statutory insiders in their own right. They aver that Goldman Sachs Group had a three-year, multi-faceted relationship with Capmark, through various subsidiaries and made no distinction between its roles as an investor in and lender to Capmark [. For example, CFGI refinanced some of the LBO Transaction, which allowed the Goldman Lenders to receive early repayment of some debt and to reduce some of the debt burden of the company it now allegedly owned. at 69899 (emphasis in the original). Tel: 1-212-902-0300. See, e.g., Adelphia Recovery Trust v. HSBC Bank USA (In re Adelphia Recovery Trust), 634 F.3d 678, 69799 (2d Cir.2011) (finding that judicial estoppel barred litigation trust from maintaining a position contrary to earlier position taken by debtor-in-possession). Nothing on this website constitutes, or is meant to constitute, advice of any kind. Oct. 15, 2010) (to survive a motion to dismiss a claim that an alleged insider's conduct can be imputed to an affiliated creditor, a plaintiff must allege facts sufficient to support veil piercing); see also Official Comm. Get the latest business insights from Dun & Bradstreet. If the only thing you know about sports is who wins and who loses, you are missing the highest stakes action of all. In considering a motion to dismiss pursuant to Rule 12(b)(6), the Court construes the complaint liberally, accepting all factual allegations as true and drawing all reasonable inferences in the plaintiff's favor. The Goldman Lenders acquired positions in two loans to Capmark to finance the LBO Transaction: (i) a $5.5 billion Unsecured Credit Facility dated March 23, 2006 (the 2006 Credit Facility) with Defendant Goldman Sachs Credit Partners L.P. as the Documentation Agent; and (ii) a $5.25 billion Unsecured Bridge Loan dated March 23, 2006 (the Bridge Loan), with Defendant Goldman Sachs Credit Partners L.P. acting as a Documentation Agent, Joint Lead Arranger, and Joint Bookrunner. Plaintiffs Have Not Alleged Facts that Support Veil Piercing. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM ABS-15G ASSET-BACKED SECURITIZER REPORT PURSUANT TO SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934 Goldman Sachs Lending Partners LLC1, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM ABS-15G ASSET-BACKED SECURITIZER REPORT PURSUANT TO SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, EX-99.1 - Independent Accountants Report on Applying Agreed-Upon Procedures from Deloitte & Touche LLP. ( Id. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK. Judge Sontchi held a hearing on the Committee's reconsideration motion on April 11, 2011. ( Id. The Goldman Lenders are four lender subsidiaries of The Goldman Sachs Group. Goldman Sachs Specialty Lending Group The AC's allegations do not allege facts beyond relationships typical of a majority shareholder or parent corporation which courts have found to be insufficient to veil piercing as a matter of law. 44, 47). Similarly, public relations copy from The Goldman Sachs Group website referring to Goldman Sachs's different practice areas. as business segments' (AC 73) and statements that employees are compensated based on the performance of the firm as a whole (AC 75) are insufficient to veil pierce. 35). (AC 31, 39, 45). We invest our capital alongside our clients' capital to help businesses grow. 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. Some error occurred. The AC concedes that The Goldman Sachs Group may be a minority investor in the PIA funds. Plaintiffs allege that over the span of two years, the CFGI Board approved the private placement of certain notes and engaged in an exchange offer which benefited the Goldman Lenders. Sort by: View All; Education Program Locations; Capital Lending Partners; Baltimore, MD Community College of Baltimore Goldman Sachs 39). The agent name for this entity is: C T CORPORATION SYSTEM. The Defendants also contend that the Bankruptcy Court reserved jurisdiction over this issue. New York, New York 10282 . The instant motion to dismiss the AC was heard and marked fully submitted on November 14, 2012. 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. This website is provided as is without any representations or warranties, express or implied. This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties. ( Id. None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations. (AC 85, 87). The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully. Cohen v. Stevanovich, 722 F.Supp.2d 416, 423 (S.D.N.Y.2010). Thus, a basis for veil piercing exists when an investor exercises sufficient dominion over a lender to use that entity for its own fraudulent or unjust purposes. 86). 240.13d3, 13d5; see CSX Corp. v. Children's Inv. Schaengold v. Mem'l Health, Inc. National Gear & Piston, Inc. v. Cummins Power System, LLC, O'Connor v. DL-DW Holdings (In re Extended Stay, Inc.). Email: [email protected]. All rights reserved. Original term (months) (origination), 15. Goldman Sachs Bank USA and Subsidiaries 2023 First Quarter Report. In re Capmark Fin. From media and technology to finance and real estate, leagues and teams across the globe have matured into far more than just back page entertainment. at 69798. 1808, 149 L.Ed.2d 968 (2001). 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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Defendants Goldman Sachs Credit Partners L.P., Goldman Sachs Canada Credit Partners Co., Goldman Sachs Mortgage Company, and Goldman Sachs Lending Partners LLC (the Goldman Lenders or the Defendants), have moved pursuant to Rule 12(b)(6) of the Federal Rule of Civil Procedure to dismiss the Amended Complaint (the AC) of plaintiffs Capmark Financial Group Inc. (CFGI), Summit Crest Ventures, LLC, Capmark Capital LLC (f/k/a Capmark Capital Inc.), Capmark Finance LLC (f/k/a Capmark Finance Inc.), Commercial Equity Investments LLC (f/k/a Commercial Equity Investments, Inc.), Mortgage Investments, LLC, Net Lease Acquisition LLC, SJM Cap, LLC, Capmark Affordable Equity Holdings LLC (f/k/a Capmark Affordable Equity Holdings Inc.), Capmark REO Holding LLC, and Capmark Investments LP (collectively, with CFGI, the Plaintiffs or Capmark). The unadorned invocation of dominion and control is simply not enough to state a claim premised on veil piercing. No. GOLDMAN SACHS LENDING PARTNERS LLC ( Id.). It is enough that the court accept the accuracy of a party's representation and that the court might have made a different decision had the party not taken that position. Grp. We preserve and grow assets for institutions, including mutual funds, pension funds and foundations, as well as individuals. Co., 122 F.3d 130, 135 (2d Cir.1997) (because incorporation of a shell corporation was not a sham, it did not meet the fraudulent or wrongful conduct requirement for veil piercing). The allegation that the PIA Funds' equity stake in GMACCH allowed the PIA Funds to extensive [ly] control GMACCH, without more, is insufficient to demonstrate that PIA had actual authority or control GMACCH required of a person[s] in control claim under 101(31)(B)(iii). SEC.gov 101(31). At Goldman Sachs, we: Advise We advise companies on buying and selling businesses, raising capital and managing risks, which enables them to grow. ( Id. Pro. According to the Plaintiffs, the debt and equity aspects of the investment in Capmark were inextricably intertwined, as neither the loans nor the acquisition would have occurred without the other. Kasowitz, Benson, Torres & Friedman LLP, by Michael C. Harwood, Esq., Adam L. Sniff, Esq., New York, NY, for Plaintiffs. Proc. It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. GOLDMAN SACHS LENDING PARTNERS LLC Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. Acquisition Partners, 319 B.R. 1876, 141 L.Ed.2d 43 (1998). 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 AC fails to present facts to adequately allege the double-pierce required to lump together two sister subsidiaries, the Goldman Lenders and the PIA Funds, even under the liberal notice pleading standard. ( Id. It makes little sense to look to a definition from a different statutory scheme, particularly when that definition contradicts the Bankruptcy Code's.). Our clients always come first. L. 272, and contrasting repayment of debt to an outsider to repayment of debts to insiders); Nisselson v. Softbank AM Corp. (In re Marketxt Holdings Corp.), 361 B.R. When Judge Sontchi refused, stating that any dismissal or withdrawal of the motion would be with prejudice, the Committee withdrew with prejudice its motion for standing to pursue the preference claims. (quoting Twombly, 550 U.S. at 555, 127 S.Ct. No factual inquiry is required or appropriate where, as here, Plaintiffs fail to allege facts that would support non-statutory insider status. 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. 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. at 63233. Once the debtor produces material evidence of inequitable conduct by an insider, the burden of proof shifts to the insider to demonstrate the good faith and inherent fairness' of his conduct toward the debtor and the other creditors. Id. 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. 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Marcus Notably, because the purpose of judicial estoppel is to protect the integrity of the judicial process by prohibiting parties from deliberately changing positions according to the exigencies of the moment, it applies not only when [a party] knowingly lies but when it takes a position in the short term knowing that it may be on the verge of taking an inconsistent future action. Adelphia, 634 F.3d at 696. GOLDMAN SACHS LENDING PARTNERS LLC 1014997(BRL), Adv. The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report. By their terms, Rules 13d3 and 13d5 apply only for purposes of Sections 13(d) and 13(g) of the [Exchange] Act, and are intended to ensure that stockholders cannot avoid reporting requirements in a corporate takeover. 2, Taipei Taiwan, 10675 Within: 02 2730 4000 International: +886 2 2730 4000. Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. ( Id.). Goldman Sachs Lending Partners LLC 1937. 995068, 225 F.3d 645, 2000 WL 1340569, at *5 (2d Cir. 33). 1005523(BRL), 2011 WL 1042767, at *3 (Bankr.S.D.N.Y. The Board noted that Goldman Sachs & Co.'s role as lead underwriter made it necessary for CFGI to file an SEC Form S1 shelf registration disclosing Goldman Sachs' affiliation with the Company by virtue of its ownership interest and Board representation. ( Id. & Cred. Please refresh the page and try again. Under New York's choice of law rules, the law of the state of incorporation determines when the corporate form will be disregarded. Fletcher v. Atex, Inc., 68 F.3d 1451, 1456 (2d Cir.1995) (citation and internal quotation marks omitted). List of Significant subsidiaries of The Goldman Sachs GOLDMAN SACHS LENDING PARTNERS LLC 95989, 1978 WL 8531, U.S.Code Cong. Goldman, Sachs & Co., which was over 98% owned by The Goldman Sachs Group served as the Global Coordinator and Bookrunner of the Note offering, for which it received substantial compensation. This practice is consistent with the well-established principle that any interest in the uniform application of federal statutes is insufficient to justify displacing state law in favor of a federal common law rule. New York v. National Service Indus. Inc. v. Goldman Sachs Credit Partners L.P. Make your practice more effective and efficient with Casetexts legal research suite. The PIA Funds along with other investors became members of GMACCH, which acquired approximately 75% controlling ownership stake in CFGI. We were not engaged to conduct, and did not conduct, (i) an audit conducted in accordance with generally accepted auditing standards or (ii) an examination or a review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying information. 101(31), (2)(A). 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. 438, 499 (S.D.N.Y.1994) (citing cases). In addition, Defendants argue that Plaintiffs have failed to identify the basic elements of a non-statutory insider claim, let alone allege facts that support one. Under CEO David Solomon, Goldman bought Atlanta-based GreenSky for $2.24 billion to help accelerate its push into consumer finance. As a threshold matter, Plaintiffs have contended that a veil-piercing requirement would effectively destroy preference liability whenever an investor uses a separate lending entity to make and receive loan payments. (Memo in Opp. Additionally, courts routinely dismiss non-statutory insider claims. Goldman Sachs Nor will duplication of some or all of the directors or executive officers be fatal. Id. Here, the AC does not allege that the Goldman Lenders, as distinct from the PIA Funds, fell within any of the statutory-insider categories set forth in 11 U.S.C. However, because section 547(b)(4)(B)'s one-year preference period applies only if a creditor was an insider at the time of the allegedly preferential transfer, 11 U.S.C. Adelphia, 634 F.3d at 68586. Enter., LLC. 1876. 42). 10 Civ. Weinheimer v. Lower Brule Cmty. Finance Transact Support Manage Invest Innovate ( JPMorgan Chase Bank ), Goldman Sachs Bank USA ( GS Bank ), Goldman Sachs Lending Partners LLC ( GSLP ), Bank of America, N.A. Ltd. v. Moonriver Dev., Ltd., 486 F.Supp.2d 261, 271 (S.D.N.Y.2007)). BAP 2004) (finding that [s]tate law controls whether it is appropriate for the bankruptcy court to pierce the corporate veil in the context of a statutory insider preference claim); Stern v. Singh Factors, LLC (In re Shore to Shore Realty, Inc.), No. 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. Plaintiff's conclusory allegation that they are "controlled by the same key personnel" (complaint, 67) also, Capmark Fin. Goldman Sachs The allegations concerning the Goldman Lenders' relationship with the Debtors are that (1) the Goldman Lenders held positions in two widely syndicated 2006 Capmark credit facilities; (2) one of the Goldman Lenders served as documentation agent for one of the 2006 credit facilities and joint lead arranger and bookrunner on the other; and (3) the Goldman Lenders, along with several other lenders, took part in the 2009 Secured Credit Facility transaction. ( Id. 152, 18285 (Bankr.D.N.J.2010) (finding no non-statutory insider status despite facts that four members of the debtor's board of trustees were affiliated with the bank-creditor, and the bank-creditor was found to have dealt at less than arm's length with the debtor in a later transaction). With respect to our comparison of Characteristic 31., we recomputed the remaining term to target balance date (months) as the number of months between (i) February 11, 2021 and (ii) the target balance date (as set forth on the Welcome Letter). ), 429 B.R. 17 C.F.R. To deal with these financial difficulties, CFGI's Board appointed a special committee (the Special Committee) to consider strategic restructuring alternatives. 0914014(KG), Adv. 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. The entity's status is Active/Owes Current Year AR now. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. The company id for this entity is 08086840. ( Id. The Court held that because unfair advantage to the potentially prejudiced party's adversary is the touchstone of the judicial estoppel doctrine, a court must focus on the conduct of the party to be estopped. Id. (AC 49, 52). 626, 629 (9th Cir. Supplemental Information Related to the Findings Set Forth on Appendix D. 2015-2023 Fintel Ventures LLC. ( Id.). Non-GAAP Financial Measures. No. See e.g., NetJets Aviation, Inc. v. LHC Commc'ns, LLC, 537 F.3d 168, 177 (2d Cir.2008) (Delaware law governs veil-piercing claims involving Delaware LLCs); In re Digital Music Antitrust Litig., 812 F.Supp.2d 390, 418 (S.D.N.Y.2011) (New York law governs veil-piercing claims against New York corporations); Presbyterian Church of Sudan v. Talisman Energy, Inc., 453 F.Supp.2d 633, 68487 (S.D.N.Y.2006) (applying the laws of Mauritius and The Netherlands to corporations organized under those countries' laws). Kasowitz, Benson, Torres & Friedman LLP, by Michael C. Harwood, Esq., Adam L. Sniff, Esq., New York, NY, for Plaintiffs. 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. 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. On February 10, 2021, representatives of Goldman, on behalf of the Company, provided us with a listing with respect to 10,347 solar assets (the Initial Solar Asset Listing). 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.

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