In re LTV Steel Co.

LTV Steel Co. (LTV) was a large manufacturer of steel products. Abbey National (Abbey) (plaintiff) was a large financial institution. Abbey entered into an asset-based securitization agreement with LTV. Such agreements were created in an attempt to ensure to lenders that their collateral was excluded from the borrower’s bankruptcy estate in the event the borrower filed a bankruptcy petition. To effectuate this agreement, LTV created a subsidiary entity. LTV then entered into agreements with the subsidiary, which purported to sell all of LTV’s rights in its accounts receivables to the subsidiaries. Abbey then agreed to loan money to the subsidiary in exchange for the subsidiary granting Abbey a security interest in the receivables. LTV later filed for bankruptcy. LTV filed a motion in court seeking an order permitting it to use cash collateral. The cash collateral consisted of the receivables and inventory that were ostensibly owned by the subsidiary. LTV stated to the court that it would be forced to shut down if it did not receive authorization to use this cash collateral. LTV testified that there was sufficient equity cushion to provide adequate protection to its secured lenders. The bankruptcy court granted this motion. Abbey argued that the order should be modified because (1) there was no basis for the court to determine that the receivables that were Abbey’s collateral were property of LTV’s estate, and (2) even if the receivables were property of LTV’s estate, Abbey’s interests were not adequately protected because the receivables were diminishing at a rapid rate. The case was heard in state bankruptcy court.