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Full title: Letter to United States Trustee Filed by Michael Earl Comerford on behalf of Invictus Global Management, LLC, Corvid Peak Capital Management, LLC and Hain Capital Group, LLC. (Attachments: # (1) Exhibit 1 # (2) Exhibit 2)(Comerford, Michael)

Document posted on Dec 19, 2021 in the bankruptcy, 3 pages and 0 tables.

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(“Delta”) and Apollo Global Management, Inc. (“Apollo”), respectively, in connection with the Aeromexico cases.1 Attached hereto as Exhibits 1 and 2 are letters dated November 30, 2021, and December 9, 2021 that we sent to Delta and Apollo.Each of these letters identifies the conflicts of interest and related transparency concerns that exist in the Aeromexico cases with respect to Delta as a 1 See Objection of the Official Committee of Unsecured Creditors to Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of AeromexicoWe think that the United States Trustee’s office may want to consider investigating these issues, and we wanted to provide you with the foregoing information given our continuing concerns in the Aeromexico cases where corporate insiders, such as Delta, are slated to receive significant value (hundreds of millions of dollars), retain their equity interests (approximately 20% of reorganized Aeromexico), and maintain corporate control with ongoing representation on the Aeromexico Board of Directors, when higher priority operating creditors (almost $2 billion of claims in the aggregate) are receiving cents on the dollar. (stating that $790 million of claims have agreed post-petition to vote for a Complying Plan ahead of an approved disclosure statement); Limited Objection of the Official Committee of Unsecured Creditors to Certain Terms of Claims Settlement Motions [Docket No. 2107]; see also Decision and Order on Appeal,Over the course of the same seven months, Delta’s three officers and/or directors serving on the Aeromexico board, as well as certain Delta employees seconded to the Debtors, were involved in the decision-making processes throughout the Chapter 11 Cases.

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December 20, 2021 Via E-mail and Overnight Delivery William K. Harrington United States Trustee (Region 2) Office of the United States Trustee U.S. Federal Office Building 201 Varick Street, Suite 1006 New York, NY 10014 Re: In re Grupo Aeromexico, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) (Jointly Administered) Conflicts and Absolute Priority Issues Dear Mr. Harrington, Invictus Global Management, LLC (collectively with its affiliates, “Invictus”), Corvid Peak Capital Management, LLC (“Corvid”) and Hain Capital Group, LLC (“Hain” and collectively with Invictus and Corvid Peak, “we”) are sizable holders of general unsecured claims of various debtor entities in the chapter 11 cases of In re Grupo Aeroméxico, S.A.B. de C.V., et al. (Jointly Administered, Case No. 20-11563 (SCC)) (“Aeromexico”), pending in the United States Bankruptcy Court for the Southern District of New York. As you know, the United States Trustee for Regions 3 and 9 recently sought the appointment of an examiner in connection with the chapter 11 case of LTL Management LLC (Jointly Administered, Case No. 21-30589 (MBK)) (“LTL”), pending in the United States Bankruptcy Court for the District of New Jersey. Given the concerns that have been raised in the LTL case as it relates broadly to inherent conflicts of interests with affiliate transactions, we wanted to bring to your attention issues (which are germane to confirmation of the plan) that we have been attempting to discuss with the Boards of Directors for Delta Airlines, Inc. (“Delta”) and Apollo Global Management, Inc. (“Apollo”), respectively, in connection with the Aeromexico cases.1 Attached hereto as Exhibits 1 and 2 are letters dated November 30, 2021, and December 9, 2021 that we sent to Delta and Apollo. Each of these letters identifies the conflicts of interest and related transparency concerns that exist in the Aeromexico cases with respect to Delta as a 1 See Objection of the Official Committee of Unsecured Creditors to Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Aeromexico [Docket No. 2233]; Objection of Ad Hoc Group of OpCo Creditors to Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors Entry Into, and Performance Under, the Debt Financing Commitment Letter, (II) Authorizing the Debtors Entry Into, and Performance Under, the Equity Commitment Letter, (III) Authorizing the Debtors Entry Into, and Performance Under, the Subscription Agreement and (IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses as Superpriority Administrative Expense Claims [Docket No. 2228]; Ad Hoc Group of OpCo Creditors to Debtors Disclosure Statement for Joint Chapter 11 Plan of Reorganization of Aeromexico [Docket No. 2227].

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corporate insider. Moreover, our concerns are heightened by the direct harm that these insider conflicts will cause to general unsecured creditors, but also the broader precedent setting of contractually circumventing statutory protections of absolute priority if proposed recoveries to Delta and other insiders are made in violation of the Bankruptcy Code.2 We think that the United States Trustee’s office may want to consider investigating these issues, and we wanted to provide you with the foregoing information given our continuing concerns in the Aeromexico cases where corporate insiders, such as Delta, are slated to receive significant value (hundreds of millions of dollars), retain their equity interests (approximately 20% of reorganized Aeromexico), and maintain corporate control with ongoing representation on the Aeromexico Board of Directors, when higher priority operating creditors (almost $2 billion of claims in the aggregate) are receiving cents on the dollar. These apparent conflicts were not disclosed in a timely and appropriate manner and will have significant consequences on the Aeromexico bankruptcy process.3 To the extent you have any questions for us, we are available to further discuss with you. Sincerely, Cindy Chen Delano Co-Founder and Partner Invictus Global Management, LLC Mark Black Founder and Chief Investment Officer Corvid Peak Capital Management, LLC Robert Koltai Founder and Managing Member Hain Capital Group, LLC 2 See Debtors’ Reply to Limited Objection of the Official Committee of Unsecured Creditors to Certain Motions [Docket No. 2110] (stating that $790 million of claims have agreed post-petition to vote for a Complying Plan ahead of an approved disclosure statement); Limited Objection of the Official Committee of Unsecured Creditors to Certain Terms of Claims Settlement Motions [Docket No. 2107]; see also Decision and Order on Appeal, In re Purdue Pharma, L.P. p. 102-103 (Case No. 21-cv-7532 (CM)) (SDNY, Dec. 16, 2021, J. McMahon) (stating that the “protections explicitly afforded by the Bankruptcy Code could not be overridden in a ‘rare’ case, even if doing so would carry out certain bankruptcy objectives. In chapter 11 bankruptcies, a plan that does not follow normal priority rules cannot be confirmed over the objection of an impaired class of creditors.”). 3 See Notice Related to Super-Priority Debtor-in-Possession Term Loan Agreement (Docket No. 1375) (Delta publicly disclosing for the first time (more than seven months after the fact) that it had a direct economic interest in the Apollo Tranche 2 DIP that is convertible into plan equity). Over the course of the same seven months, Delta’s three officers and/or directors serving on the Aeromexico board, as well as certain Delta employees seconded to the Debtors, were involved in the decision-making processes throughout the Chapter 11 Cases. See Objection of the Official Committee of Unsecured Creditors to Debtors’ Motion Seeking Approval of Commitment Premium [Docket No. 2232].

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Attachments cc: Andrea B. Schwartz, Esq. (via email: andrea.b.schwartz@usdoj.gov) (United States Trustees Office) Marshall S. Huebner, Esq. (via email: marshall.huebner@davispolk.com) Timothy Graulich, Esq. (via email: timothy.graulich@davispolk.com) (Davis Polk & Wardwell LLP, Debtors’ counsel) Todd M. Goren, Esq. (via email: tgoren@willkie.com) Brett H. Miller, Esq. (via email: bmiller@willkie.com) (Willkie Farr & Gallagher LLP, Creditors’ Committee counsel) Steven J. Reisman, Esq. (via email: sreisman@katten.com) Cindi M. Giglio, Esq. (via email: cgiglio@katten.com) Michael E. Comerford, Esq. (via email: michael.comerford@katten.com) (Katten Muchin Rosenman LLP, Ad Hoc Group of OpCo Creditors counsel)

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