Dưới đây là nguyên văn bài gần nhất của Matt Levine (Bloomberg) về vụ Citigroup chuyển nhầm tiền. Link bản án sơ thẩm ở đây. Matt Levine phụ trách Money Stuff newsletter. Matt Levine từng là luật sư làm ở Wachtell Lipton và investment banker ở Goldman Sachs, giờ là nhà báo.
We have talked before about how Citigroup Inc. accidentally sent about $900 million to some hedge funds, asked for it back, only got about $400 million back, sued for the other $500 million, and lost. The problem is that Citi was the administrative agent on a term loan for Revlon Inc., responsible for making payments on the loan, and accidentally wired $900 million of its own money to pay off the loan in full when Revlon only wanted to make an interest payment. Some of the lenders were in a dispute with Revlon anyway, so they gleefully kept the money; Citi sued, but a court found that the weird New York legal doctrine of “discharge for value” entitled the hedge funds to keep it. Because they really were owed the money (by Revlon), and because at first they had no reason to think the payment was in error (because Revlon might have wanted to pay off the loan, and if it had then the money would have gone through Citi), Citi can’t get it back.
This is a weird result, and Citi is appealing. (Also lenders are rewriting loan contracts so it won’t happen again, and Citi is mad at the hedge funds that kept the money and won’t sell them new loans.) But meanwhile there is some question about … what actually happened? Here are some possibilities:
Citi paid off Revlon’s loan. (Thus, “discharge for value.”) Revlon doesn’t owe anyone any money anymore.[3]
Citi paid off $500 million of Revlon’s loan: There was “discharge for value” with respect to the lenders that kept the money, but not with respect to the ones who returned it. Revlon owes $400 million to the lenders who returned the money. Citi has effectively given Revlon $500 million of free money to pay off its debt.
Citi bought $500 million of Revlon’s loan: “Discharge for value” is just an antiquated term that doesn’t mean discharge; the lenders who got the money get to keep it, but Revlon’s debt doesn’t go away. It just owes the money to Citi now, since Citi paid off the lenders on its behalf.[4]
Citi didn’t pay off anything, and Revlon still owes the whole $900 million to the original lenders. But when it sends payments to the lenders who kept Citi’s money, Citi can demand it back from them (and perhaps stop it on the way, as administrative agent), because it’s not fair for them to get paid twice. Citi has a claim to, let’s say, “ equitable subrogation”; Revlon still owes the money to the lenders but Citi can get it back out of fairness.
Citi didn’t pay off anything, Revlon still owes the whole $900 million to the original lenders, they can keep it and Citi is out of luck. Citi has just given $500 million of free money to lenders, who might now end up making 200 cents on the dollar on their loans.
I think that the answer has to be No. 3 or 4, but that is not legal advice or anything; I just think the other answers are self-evidently insane and no court would allow them. You can’t get a permanent $500 million windfall because someone in Citi’s back office pressed the wrong button. I gather that not everyone agrees with me. In any case, there is no official answer yet; last month’s 105-page opinion doesn’t actually address this issue, and presumably Citi doesn’t want to press it too hard while it appeals the main decision.
In any case here’s Revlon’s 10-K, which mentions the controversy and also has no answers:
Citi has appealed the Citi Decision. Citi has also asserted subrogation rights, but, as yet, there has been no determination of those rights (if any) under the 2016 Facility and Revlon has not taken a position on this issue. In these circumstances, it is the current intention of the Company to continue to make the scheduled payments under the 2016 Facility as if the full amount of the 2016 Facility remains outstanding.
“Revlon has not taken a position on this issue.” Citi is Revlon’s banker, and they still do business together, and Revlon can’t really press too hard on this. On the other hand, sure, if a court were to decide that Revlon doesn’t have to pay back that $500 million, that it’s just totally Citi’s problem now … Revlon would probably be happy to keep the money? It’s just going to wait and see how this develops