Lehman Wins U.S. Court Approval for Sale to Barclays

Lehman Wins U.S. Court Approval for Sale to Barclays

Sept. 20 (Bloomberg) -- Lehman Brothers Holdings Inc., the U.S. investment bank that filed the largest bankruptcy in history, won federal court approval to sell its North American business to London-based Barclays Plc for $1.75 billion.

U.S. Bankruptcy Judge James Peck in Manhattan overruled objections from Lehman creditors who said the sale was moving too quickly, setting the stage for Barclays, the U.K.'s third- biggest bank, to close the deal over the weekend. Peck said it was clear no other purchaser would emerge if he delayed the sale, and that the deal would help stabilize global financial markets.

``I need to approve this transaction, because it's the only available transaction,'' Peck said. ``Lehman Brothers became a victim -- in effect the only true icon -- to fall in the tsunami that has befallen the credit markets, and it saddens me.''

Barclays President Robert Diamond called it the deal of a ``lifetime'' when the bank acquired Lehman's North American investment banking arm on Sept. 17, two days after Lehman collapsed. Barclays may add other parts of the failed investment bank to help it boost equity and advisory units in Europe and Asia, Diamond told analysts at the time.

The courtroom broke into applause when the hearing closed at 12:41 a.m. New York time.

``This week, more than any other week, I have felt the awesome power of this job,'' Peck said. ``This is the most momentous bankruptcy hearing I've ever sat through -- either as a lawyer or a judge.''

Lehman attorney Harvey Miller of Weil Gotshal & Manges said a rejection of the deal would have caused a ``major shock to the financial system.'' Miller previously said there were accounts with a total value of about $138 billion dependent on the sale.

Asset Sales

Lehman is selling off pieces that weren't included in the New York-based holding company's bankruptcy filing. The Securities Investor Protection Corp. began a liquidation proceeding for the brokerage and appointed a trustee who must also approve the sale. The SIPC is an insurance fund created under federal law and financed by brokerages.

Hedge fund Harbinger Capital Partners had asked the judge to block the sale unless Lehman immediately disclosed cash transfers it made just prior to its bankruptcy, including an alleged $5 billion transfer of cash from Lehman's London office. Another two hedge funds, Bay Harbour Management LC and Amber Capital, filed papers alleging $8 billion was moved.

Regulators including the U.S. Securities and Exchange Commission and the Federal Reserve Bank of New York favored the deal. Some creditors argued the sale should have been delayed to seek a better deal for Lehman's assets amid a government plan to purge banks of bad assets and crack down on speculators who drove down shares of financial companies.

`Extraordinary Example'

``This is Friday; the case was filed on Monday. What we're doing is unheard of,'' Peck said when approving the sale. ``It's an extraordinary example of the flexibility that bankruptcy affords.''

The deal involves the sale of Lehman's investment-banking, fixed-income and equities sales, trading and research divisions. The price values Lehman's headquarters building in New York and two data centers in New Jersey at a total of $1.29 billion -- a reduction of as much as $200 million from an earlier estimate. Barclays will also assume as much as $2.5 billion in liabilities related to Lehman workers and about $1.5 billion in costs for altering contracts, according to court papers. Some 10,000 Lehman workers will move to Barclays as part of the sale.

Lehman's broker dealer unit now has only $47.4 billion of securities and $45.5 billion of liabilities to be assumed by Barclays, or a net value of $1.9 billion -- a change from the earlier $72 billion in securities and $68 billion of liabilities, or a net value of $4 billion, Miller said.

Integration

Barclays's asset management and investment banking chief operating officer Rich Ricci will be chief executive officer of the Lehman U.S. unit for about three months, to oversee its integration.

Diamond, who abandoned talks to buy all of Lehman less than 24 hours before it collapsed, has said he wants Barclays to take market share from Wall Street firms weakened by the credit crunch and break into the ``top tier'' of U.S. securities firms. Less than 5 percent of the U.S. assets Barclays bought are mortgage-related, he said.

Barclays declined to bid for all of Lehman after three days of emergency negotiations involving the U.S. Treasury and Federal Reserve. Barclays couldn't get guarantees from the government to mitigate what it called Lehman's ``open-ended'' trading obligations, it said Sept. 14.

Collapsed Talks

New York-based Lehman, a holding company, filed for Chapter 11 protection on Sept. 15, stating it had debt of $613 billion and assets of $639 billion after talks to sell the entire company collapsed. Barclays is providing a $450 million loan for Lehman to use during the bankruptcy that is tied to the buyout. The loan is secured by Lehman's interest in its fund manager unit Neuberger Berman LLC.

Lehman is also in discussions to sell its investment- management unit to private-equity bidders Bain Capital LLC and Hellman & Friedman LLC, people familiar with the negotiations said this week.

Barclays is adding Lehman units to areas where Barclays own securities unit has the ``weakest positions,'' Diamond said Sept. 17. Lehman ranked seventh in advising on mergers and acquisitions involving U.S. companies this year, according to data compiled by Bloomberg. Barclays ranks 35th in that market.

Japan Unit

Lehman's Japan unit is trying to sell assets including its equity, investment banking and real-estate businesses to potential buyers including Barclays and Mitsubishi UFJ Financial Group Inc., two people familiar with the matter said. Sumitomo Mitsui Financial Group Inc. may also buy assets, the people said.

Lehman's European corporate finance and asset management units are close to finding a buyer, said Lehman's European administrator, PricewaterhouseCoopers. Barclays and Nomura Holdings Inc., Japan's biggest securities firm, are among potential buyers of assets at the subsidiaries, which employ about 4,500 people at headquarters in London's Canary Wharf.

Lehman placed four of its European units in administration on Sept. 15.

The committee includes Wilmington Trust Co., Bank of New York Mellon Corp., Shinsei Bank Ltd., Mizuho Corporate Bank Ltd., Royal Bank of Scotland Plc, MetLife Inc. and R.R. Donnelley & Sons Co.

An attorney for some Lehman bondholders, Daniel Golden of Akin Gump Strauss Hauer & Feld, said at a Sept. 17 court hearing in U.S. Bankruptcy Court in Manhattan that Lehman should give more information to creditors about the sale negotiations that took place before the company sought court protection.

The case is In re Lehman Brothers Holdings Inc., 08-13555, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

BLOOMBERG