Northeast Gas Generation, LLC

 Northeast Gas Generation, LLC

Opinion

Rel. Docs. 423, 438

MEMORANDUM OPINION¹

Before the Court is the motion of NorthEast Gas Generation, LLC ("NEG") to reopen the case and to reconsider the amount of the allowed First Lien Claims, bifurcate those claims into secured and deficiency claims, and adjust the amount of the Reinstated First Lien Debt as defined in the Debtors' confirmed and consummated plan of reorganization (the "Motion"). Because the Court concludes that it cannot grant the relief requested, the Court will deny the [*2]  Motion.

I. BACKGROUND

On June 18, 2020, NEG and its affiliates (collectively, the "Debtors") filed voluntary petitions under chapter 11 of the Bankruptcy Code. On December 18, 2020, the Court confirmed the Debtors' Second Amended Joint Chapter 11 Plan (the "Plan"). (D.I. 354.) On December 22, 2020, the Plan became effective and was substantially consummated. (D.I. 354 ¶ 54 & 360.) The bankruptcy cases were closed on April 20, 2021. (D.I. 412.)

Under the Plan, the First Lien Secured Parties² received their pro rata share of 100% of (i) the equity in the reorganized lead debtor, NEG, and (ii) the Reinstated First Lien Debt, defined in the Plan as a total of $200 million. (D.I. 354 Ex. A, at Arts. I.A.110, III.B.3, & V.C.) The First Lien Secured Parties were impaired and their class voted to accept the Plan. (Id. at Art. III.A; D.I. 326.)³

On October 7, 2021, NEG⁴ filed the Motion seeking (i) to reopen the bankruptcy case, (ii) to reconsider the allowed amount of the First Lien Claims, (iii) to bifurcate those claims into secured claims of $475 million and deficiency claims for the balance, and (iv) to increase the amount of Reinstated First Lien Debt issued under the Plan to the amount [*3]  of the secured claims. Thus, the Motion in essence asks the Court to increase the amount of the Reinstated First Lien Debt from $200 million to $475 million. NEG argues that "the only impact of the relief . . . would be to reallocate how the proceeds from a disposition of the assets are allocated as between the bank's reinstated secured debt and its 100 percent equity stake." (D.I. 437 at *6.)

NEG served the Motion on the top twenty unsecured creditors as well as secured creditors and government agencies. (D.I. 429 & 430.) No objection was filed. A hearing was held on November 3, 2021, at which time the Court raised concerns about its ability to grant the relief requested and asked for additional briefing. NEG filed a supplemental brief in support of its Motion on November 17, 2021. (D.I. 438.) The matter is ripe for decision.

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