presents Credit Bidding by Secured Lenders in Bankruptcy Sales Strategies for Asserting and Defending Credit Bids and Resolving Intercreditor Disputes A Live 90-Minute Teleconference/Webinar with Interactive Q&A Today's panel features: James C. McCarroll, Partner, Reed Smith, New York Ben Pickering, Senior Managing Director, Mesirow Financial, New York Michael J. Venditto, Partner, Reed Smith, New York Tuesday, January 5, 2010 The conference begins at: 1 pm Eastern 12 pm Central 11 am Mountain 10 am Pacific You can access the audio portion of the conference on the telephone or by using your computer's speakers. Please refer to the dial in/ log in instructions emailed to registrations. CLICK ON EACH FILE IN THE LEFT HAND COLUMN TO SEE INDIVIDUAL PRESENTATIONS. If no column is present: click Bookmarks or Pages on the left side of the window. If no icons are present: Click View, select Navigational Panels, and chose either Bookmarks or Pages. If you need assistance or to register for the audio portion, please call Strafford customer service at 800-926-7926 ext. 10
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Credit Bidding in Bankruptcy Cases: Strategic & Tactical Issues Faced by Secured Lenders January 5, 2010 Presented by James C. McCarroll
James C. McCarroll Partner in Reed Smith s Commercial Restructuring & Bankruptcy Practice Co-Chair of Reed Smith s Alternative Investments Team Telephone: (212) 549 0209 Telecopier: (212) 521 5450 Email: jmccarroll@reedsmith.com -2-
Scope of this presentation The What, Who and Why of Credit Bids Predicate steps for a credit bid Specific forward-looking provisions for credit bidding in debtor-in-possession financing documents Bidding procedures in connection with a 363 sale or plan of reorganization Credit bidding by under-secured creditors Amount of bid & timing of bid starting the ball rolling; bidding in sequence; laying in wait Bidding for assets in addition to lender s collateral -3-
What is a Credit Bid? Bankruptcy Code 363(k) provides: At a sale under subsection (b) of this section of property that is subject to a lien that secures an allowed claim, unless the court for cause orders otherwise the holder of such claim may bid at such sale, and, if the holder of such claim purchases such property, such holder may offset such claim against the purchase price of such property. This Bankruptcy Code provision permits creditors to bid up to the full amount of their secured debt claim to acquire the assets to which their lien is attached in exchange for cancellation of indebtedness in the amount of the bid -4-
What is a Credit Bid? If the amount of debt to be forgiven is larger than the cash amount bid by an outside party, the debt forgiveness may be deemed to be the highest and best bid, subject to challenge based upon valuation of non-cash components of outside bids and recently, subject to challenge on other grounds as well The sole basis for denial of a right to credit bid found in 11 U.S.C. 363 is for cause which has generally been a very high standard -5-
What is a Credit Bid? However, recent and developing case law has introduced some interesting twists, by interpreting the fair and equitable standards of 11 U.S.C. 1129(b)(2)(A) to permit a debtor to deprive a secured creditor of its right to credit bid in certain circumstances (see In re Pacific Lumber Co., 2009 WL 3082066 (5th Cir., Sept. 29, 2009), and In re Philadelphia Newspapers, LLC, Third Circuit Dkt. Nos. 09-4266/4349) This emerging area of case law will be covered in Mike Venditto s presentation -6-
Who Can Credit Bid? Only creditors holding valid, perfected liens on assets of the debtor can credit bid The ability of a secured creditor to credit bid is based on the premise that it makes little sense to force a secured creditor to pay cash for its collateral l Cash proceeds would be subject to the secured creditor s lien and ultimately would likely end up back in the secured creditor s pocket -7-
Procedures for the Credit Bid Secured creditor may bid up to the face amount of its secured claim, regardless of the actual value of the collateral securing the debt Credit bidders need only document the face amount of debt, without t regard to the underlying value, if any, of the collateral However, any pending challenge to the validity or perfection of a secured creditor s lien may deprive it of its right to credit bid -8-
Procedures for the Credit Bid Cohen v. KB Mezzanine Fund II, LP (In re SubMicron Systems Corporation), 432 F.3d 448, 459-60 (3d Cir. 2006). The Third Circuit ruled that it is well settled among district and bankruptcy courts that creditors can bid the full face value of their secured claims under [section] 363(k) In fact, logic demands that [section] 363(k) be interpreted t in this way; interpreting ti it to cap credit bids at the economic value of the underlying collateral is theoretically nonsensical (citing In re Realty Invs., Ltd. V, 72 B.R. 143, 146 (Bankr.C.D.Cal.1987) (stating that secured party has the right to bid in the full amount of his allowed claim at any sale of collateral under section 363(k)) (citing legislative history); Criimi Mae Servs. Ltd. P'ship v. WDH Howell, LLC (In re WDH Howell, LLC), 298 B.R. 527, 532 n. 8 (D.N.J. 2003)) It is therefore clear, at least in the 3rd Circuit, that credit bidders need only produce documentation evidencing the face amount of their secured debt without regard to the underlying value, if any, of the collateral -9-
Procedures for the Credit Bid Lender Group dynamics: Who has the authority to credit bid? This analysis should begin with the lender group documents Authority of the agent to act unilaterally, by majority vote, or by unanimous decision of the lender group If majority, simple majority or super-majority? Difficulties confirming authority of lender group members where there has been active trading -10-
Procedures for the Credit Bid Working within the lender group Divergent interests? Old & cold group members Newer members Divergences among hedge funds, bank prop desks and classic banks U.S. vs. offshore holders -11-
Procedures for the Credit Bid Dealing With Dissident Lenders In re GWLS Holdings, 2009 WL 453110 (Bankr. D. De. Feb. 23, 2009) The question presented was whether a credit bid could proceed over the objection of a dissenting secured lender All but one of the first lien lenders consented to the purchase of substantially all of the assets pursuant to a credit bid in a bankruptcy auction The dissenting creditor argued that the collateral agent did not have the authority to bid the entire amount of the first lien debt without unanimous consent of the first lien lenders This case is of value because it specifically affirms the intuitive first look to the deal documents concept; p; however, it does not fully resolve the question of how to deal with such complex issues if the deal documents are silent or irreconcilably ambiguous -12-
Procedures for the Credit Bid Dealing With Dissident Lenders: In re GWLS Holdings Bankruptcy Court found that the release of the lien was within the scope of the agent's authority in the event of default The first lien secured lenders had irrevocably appointed the first lien collateral agent to take such actions on [their] behalf and to exercise such powers as are delegated by the terms hereof, which included the power to dispose of the collateral upon an event of default Unanimous voting requirements applicable to amendments or waivers that release collateral did not apply in the context of a credit bid Credit bidding fell within the agent's delegated powers to dispose of or deliver the collateral on behalf of the secured parties -13-
Procedures for the Credit Bid Dealing With Dissident Lenders Pivotal points in GWLS Holdings have been further explored by the In re Metaldyne Corp., 409 B.R. 671 (Bankr. S.D.N.Y. 2009) case, as well as the Chrysler case (In re Chrysler LLC, 576 F.3d 108 (2d Cir. 2009); vacated and remanded with instructions to dismiss as moot, Indiana State Police Pension Trust v. Chrysler LLC (In re Chrysler LLC), Dkt. No. 09-285)). These cases will be covered in some detail in Mike Venditto s presentation. -14-
Procedures for the Credit Bid Inter-creditor dynamics: second-lien debt? Pervasive nature of second-lien debt financing through the middecade credit boom creates issues for recession era unwinds Second lien holders different expectations Second-lien creditors may have a different (i.e., higher) view of value than do first-lien creditors. Who can bid? The intercreditor agreement usually defines credit bidding and other rights of second-lien holders as related to the first-lien holders. In the absence of an intercreditor agreement, second-lien secured creditors should not be able to defeat any cash bid with a credit bid, unless and until the first-lien is paid in full or fully protected (a subject that will be discussed in some detail by Ben Pickering) Mixed asset pool? Secured creditor can only credit bid for its own collateral, but may make a mixed bid to include a cash component for assets outside its collateral basket -15-
Procedures for the Credit Bid DIP financing documents As belt and suspenders protection, should specifically state the DIP lender s right to credit bid in any sale From the DIP lender s perspective, such documents ideally should specifically state the DIP lender s right of last offer in any sale 363 motions and orders Stalking horse provisions Marketing timeframe Who is paying for all of this? Use of cash collateral for marketing? Bidding increments Is the asset pool for sale the same as the secured lender s collateral? How to deal with discrepancies? Supplementing the credit bid with cash Supplementing the credit bid with new debt to be advanced d -16-
Take-Aways Secured lenders usually have an unequivocal right to credit bid, subject to validity of liens, composition of collateral pool, intercreditor and intra-group issues, and any potential for equitable subordination or equitable denial of credit bidding rights Careful strategic planning and tactical execution are critical to protection of rights, and maximization of recoveries -17-
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2010 Mesirow Financial Holdings, Inc. All rights reserved.
Ben Pickering Senior Managing Director Mesirow Financial Consulting, LLC Mr. Pickering has 20 years of experience providing corporate recovery services to secured lenders, debtors and unsecured creditors in the United States and internationally. Mr. Pickering has been involved in numerous formal and informal restructuring engagements and provided a wide variety of services including financial analysis and business planning, viability analysis and assessment; cash flow financial forecast preparation, analysis and assessment; reorganization plans and negotiations; stakeholders recovery assessment; sale of operations and assets; operational cost qualification and improvements; shareholder dispute resolution; expert witness testimony and numerous other related services. Mr. Pickering also has considerable experience with cross-border engagements. Mr. Pickering s industry specialization includes financial services, automobiles, manufacturing, resins and plastics, steel, metals, food processing, transportation and trucking, print and retail. Mr. Pickering s international experience includes various formal and informal restructuring assignments in Canada, China, Thailand, the Caribbean, Europe, Latin America and Africa. Mr. Pickering has recently advised stakeholders in engagements including Lyondell Chemical Company, Aleris International, Chrysler LLC, Lear Corporation, Cadence Innovations LLC, Quebecor (World) USA, Delphi Corporation, Plastech Engineered Products, Fedders Corporation, Weld Wheel Industries Inc., Engineered Plastic Products, Bethlehem Steel, LTV Steel / Copperweld, Buffalo Molded Plastics Inc. (d/b/a Andover Industries), Algoma Steel, The Transit Group, TCT Logistics, High-Tech Express & Distribution, and the Bank of Credit and Commerce International. In addition, Mr. Pickering has also provided advice to numerous secured lenders in restructuring and recovery situations including Bank of America, GE Capital, KeyBank, Morgan Stanley, Citibank, LaSalle Business Credit, Bank of America Business Capital, HSBC, Bear Stearns, CIBC, Royal Bank of Canada, Bank of Montreal, Bank of Nova Scotia, TD Bank, Laurentian Bank and First Citizens Bank. 405 Lexington Ave., 40th Floor New York, NY 10154 Telephone: 212-808-8355 Fax: 212-682-5015 Email: bpickering@mesirowfinancial.com EDUCATION B.A., University of Toronto PROFESSIONAL CERTIFICATIONS Chartered Accountant, Ontario, Canada Qualified Bankruptcy and Insolvency Act Counselor, Canada Licensed Trustee in Bankruptcy, Canada Chartered Insolvency Restructuring Professional, Canada PROFESSIONAL ASSOCIATIONS Member, American Bankruptcy Institute Member, Turnaround Management Association 2 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re Chrysler Pre Bankruptcy Activity Pre bankruptcy vs post bankruptcy issue different TARP lenders held 70% of $6.9B total outstanding Pre bankruptcy lenders initially stood together (TARP and non- TARP) Several rounds of offers until TARP lenders agreed; non-tarp did not Agreement mainly a cash deal; Counter-offers included equity (effectively credit bid) but government would not agree Lender group splintered Chrysler filed for Chapter 11 3 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re Chrysler Post Bankruptcy Activity Non-TARP lenders not satisfied with settlement Non-TARP argued issue with absolute priority rule Non-TARP stated lenders received less than 100% yet other constituents received more and were paid first (i.e. union VEBA received 55% of ownership) Non-TARP given opportunity to credit bid but had several issues No support from TARP lenders Identity of bidders must be provided Cash component required; not a pure credit bid No ability to argue best interest of creditors due to Section 363 sale 4 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re Chrysler Wrap-Up TARP lenders argued that alternatives weren t supported and neither was liquidation US and Canadian government funded DIP may not be repaid in full where did their value go? How did the lender dispute get resolved in the Chrysler case? Majority of holders accepted government offer Dissident group dwindled due to numerous factors outside the control of the group Roadblocks became too large to overcome Bankruptcy process did not provide opportunity for strong objection 5 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re GWLS Holdings Key dispute issue unanimous consent provision in loan documents Agent bank credit bid with consent of all but one holder ($1M of the total $337M first lien) Hold-out lender argued that agent required unanimous consent per loan documents Agent argued the following contrary points: Powers delegated to agent to take actions to exercise remedies Collateral agent allowed agent to exercise all rights and remedies Intercreditor agreement gave agent exclusive right to exercise remedies against the collateral 6 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re GWLS Holdings Court Ruling Court considered unanimous consent provision in loan documents Concluded that unanimous consent does not apply when agent is exercising remedies against the collateral consistent with original rights No amendment to credit agreement required in GWLS Holdings for agent to proceed with credit bid Resolution to dispute required court interpretation Amendment (and requirement to seek amendment) to the credit agreement to allow credit bid is key Agent had support from majority of participants 7 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re Delphi Corp Background Parnassus (Platinum Equity) identified as potential purchaser; had GM support of $3.9B, which included $2B equity investment in Platinum Equity Lenders felt Parnassus deal was secretly negotiated transaction that did not maximize value Lenders unified to provide credit bid; required their own deal with GM Lenders provided better terms to GM than Parnassus Lenders view was that the international operations and the electronics/technology divisions of Delphi were undervalued in Parnassus deal Parnassus provided opportunity to re-bid but passed 8 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
In re Delphi Corp Lender Actions Lenders view of enterprise value versus Parnassus deal only part of the decision to credit bid DIP was selling at discount in market; funds bought into DIP allowing for opportunity to take longer term view on returns Key Deal Points Lenders ability to successfully credit bid impacted by Ability to obtain support agreement with GM Reimbursement of Parnassus deal expenses Agreement with Unsecured Creditors Committee Ability to approve sale either through modified plan or Section 363 sale 9 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
! " # Key Issues for Second Lien Holders Valuation (second liens may have to fight for value) Exclusivity (opportunity to propose own plan limited by exclusivity) Valuation Difficult to argue Debtors business judgment and view of business First liens argue value covers them (to be financed out) or short so that they take equity (minimal/no recovery or upside for others) Exclusivity Even if exclusivity is terminated, numerous issues remain: Who funds the plan? Pays administrative costs and the DIP? Is new equity required? (rights offering - who backstops?) Control via purchase of first or second lien debt at discount possible? 10 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
! " # MagnaChip A Good News Story for Second Lien Holders $600M semiconductor manufacturer Filed Chapter 11; within weeks proposed deal with first lien lenders whereby assets would be sold for less than outstanding first lien $750M second lien and unsecured creditors receive nothing Analysis Numerous factors impacted value: Worst market conditions in history of business Market recovers 6-9 months after bankruptcy driving up valuation multiples Debtors close a money losing division 11 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
! " # Second Lien Lenders and Unsecured Creditors Committee Team Up Object to exclusivity based on valuation and revised view of business plan Judge terminates exclusivity Second Lien and Committee propose own plan, which includes credit bid by second liens, $50M rights offering and cram up to senior secured lenders Cram up supported since adequate protection provided and senior secured at no greater risk than when they made the loan Multiple projections resulted in senior secureds being the same or better than when credit was originally extended Senior secureds were adequately protected based on key credit measures and the interest rate relative to other like rated debt instruments Total enterprise value and liquidation value also supported adequate protection 12 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
! " # Result of Competing Plan Committee filed the competing plan with the second liens Majority second lien holder purchased, at a discount, the dissenting members of the senior secured debt Successful confirmation of the Committee s plan 13 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
$ % & ' ' ( Background Committees trying to slow cases which are now fast moving Recent cases of Debtors seeking to close sales of their assets under Section 363 within weeks of filing for Chapter 11 Little time for Committee to be appointed and investigate the sale Committee Strategies Attack the rights of secured creditors to credit bid absent a determination of the validity, extent and priority of the relevant liens Argue that the liens may be subject to avoidance as preferential or fraudulent transfers Likely results in negotiations of a potential recovery to unsecured creditors (even where they may be out of the money) 14 This presentation made by Mesirow Financial Consulting, LLC. 2010 Mesirow Financial Holdings, Inc. All rights reserved.
Challenges to Credit Bids January 5, 2010 presented by Michael J. Venditto
Michael J. Venditto Partner in Reed Smith s Bankruptcy & Commercial Restructuring Practice Telephone: (212) 205 6081 (New York) Telecopier: (212) 521 5450 Email: mvenditto@reedsmith.com -2-
Creditor vs. Debtor Challenges are part of case strategy Motivation for challenging credit bid Debtor is aligned with stalking horse bidder Challenges are fact specific: Terms of loan and security documents Liens are subject to challenge Creditor acting in bad faith -3-
Cause to deny credit bid under Section 363(k) unless the court for cause orders otherwise the holder of such [secured] claim may bid Cause may exist when The liens are in dispute Credit bid would prejudice other secured parties with equal priority to the credit bidder Creditor fails to comply with court- approved bidding procedures -4-
Credit Bids by Lender Groups: Running the Traps Problems arise when a lender group / syndicate attempts to credit bid What is the strategy? Creditors = owners? Who can act for the group? How to deal with dissident lenders? -5-
Challenge to agent s credit bid In re GWLS Holdings, Inc., In re Metaldyne Corp., 2009 WL 453110 409 B.R. 671 (Bankr. D. Del. 2009) (Bankr. S.D.N.Y. 2009) credit bid is an integral part adopts GWLS and of fthe sale of assets which h is a core proceeding interprets provision of Collateral Agreement provides that Agent has all rights and remedies of a secured party under New York UCC or any applicable law and applicable law includes the Bankruptcy Code in general, and 363(k) in particular Chrysler interpretations of rights and remedies of a secured party language declines to adjudicate rights of dissident creditor to receive pro rata distribution, again citing to Second Circuit s decision in Chrysler -6-
In re Metaldyne August 12, 2009: The Second Circuit in Chrysler recently interpreted a contract provision substantially identical to 9.02(b) and held that it did not give a dissenting lender rights to prohibit the collateral agent from acting on its behalf What the Second Circuit said: The 363(b) Sale did not entail amendment of any loan document. To the contrary, the 363(b) sale was effected by implementing the clear terms of the loan agreements- specifically, the terms by which (1) the lenders assigned an agent to act on their behalf, (2) the agent was empowered, upon request from the majority lenders, to direct the trustee to act, and (3) the trustee was empowered, at the direction of the agent, to sell the collateral in the event of a bankruptcy. Because the Sale required no amendment to the loan documents, Chrysler was not required to seek, let alone receive, the Pensioners written consent. -7-
What about Chrysler? August 5, 2009 Second Circuit decision In re Chrysler LLC, 576 F.3d 108 (2d Cir. 2009) December 14, 2009 US U.S. Supreme Court vacates and remands to the Second Circuit with instructions to dismiss the appeal as moot Indiana State Police Pension Trust v. Chrysler LLC (In re Chrysler LLC), Dkt. No. 09-285 -8-
Credit Bids Under the Bankruptcy Code 363 (k) At a sale under subsection (b) of this section of property that is subject to a lien that secures an allowed claim, unless the court for cause orders otherwise the holder of such claim may bid at such sale, and, if the holder of such claim purchases such property, such holder may offset such claim against the purchase price of such property. 1129(b)(2)(A)(ii) For the purpose of this subsection, the condition that a plan be fair and equitable with respect to a class includes the following requirements: (A) With respect to a class of secured claims, the plan provides (ii) for the sale, subject to section 363 (k) of this title, of any property that is subject to the liens securing such claims, free and clear of such liens, with such liens to attach to the proceeds of such sale, and the treatment of such liens on proceeds under clause (i) or (iii) of this subparagraph -9-
Credit Bidding Under a Plan To be fair and equitable with respect to a dissenting class of secured creditors, a plan must provide one of three treatments 11 U.S.C. 1129(b)(2)(A) Fair and equitable includes if the collateral is to be sold free and clear of liens, the creditor has the right to credit bid pursuant to 363(k) 11 U.S.C. 1129(b)(2)(A)(ii) -10-
Credit Bidding Under a Plan In re Pacific Lumber Co., 2009 WL 3082066 (5th Cir., Sept. 29, 2009) In re Philadelphia Newspapers, LLC, Third Circuit Dkt. Nos. 09-4266/4349-11-
In re Pacific Lumber Co. Transfer of the collateral in exchange for cash and forgiveness of debt was a sale within meaning of 1129(b)(2)(A)(ii) ) Cash payments to the secured noteholders provided for the realization... of the indubitable equivalent of [their] claims 1129(b)(2)(A)(iii) ) Deprived of the right to credit bid -12-
In re Pacific Lumber Co. The secured noteholders protested that the plan by depriving them of the right to credit bid failed to provide the indubitable equivalence of their claim The 5 th Circuit holds that the plan paid noteholders the allowed amount of their secured claim and was fair and equitable under 11 U.S.C. 1129(b)(2)(A)(iii) -13-
In re Philadelphia Newspapers, LLC Appeal from November 10, 2009 decision of U.S. District Court for Eastern District Court Pennsylvania Dkt. No. 09-MC-00178(ECR) Appeal taken by Creditors Committee and secured lenders Oral argument held on December 15, 2009 Issue: debtors efforts to prevent lenders from credit bidding against stalking horse bid -14-
In re Philadelphia Newspapers, LLC Debtors propose a Plan that includes Transfer to secured lenders of certain real property; p and Cash distribution to the Lenders commensurate with the highest or otherwise best bid received at the open auction of substantially all of the Debtors remaining assets. The plan sale goes further than in Pacific Lumber, which did not involve a public auction -15-
In re Philadelphia Newspapers, LLC Debtor argues: The plain and unambiguous terms of the Bankruptcy Code permit the Debtors to confirm a plan of reorganization that provides for an auction sale of substantially all of the Debtors assets without providing the prepetition senior lenders with the option to credit bid. Citing 11 U.S.C. 1129(b)(2)(A)(iii) Pacific Lumber holds that secured lenders are not entitled to credit bid where a debtor can confirm a plan under an alternate clause of 1129(b)(2)(A) -16-
In re Philadelphia Newspapers, LLC October 8, 2009 Bankruptcy Court order Denied Debtors bid procedures motion to the extent it sought to prohibit credit bidding and pay break-up fee and expense reimbursement November 10, 2009 District Court Opinion Reverses Bankruptcy Court Holds that plain meaning of 1129(b)(2)(A)(iii) ) permits a debtor to deprive secured creditors of right to credit bid -17-
Bankruptcy Court District Court To be fair and equitable a Chapter 11plan must allow secured lenders the right to credit bid Alternatively, the facts represent a case where the right to tender a credit bid should be an imperative it is far from clear that t it would be appropriate for the Court to approve such tactic as a legitimate exercise of the Debtors business judgment. Reversed Bankruptcy Court plain meaning of 1129(b)(2)(A)(iii) supports finding that it is possible to confirm a plan that provides for a sale of assets but prohibits creditors with liens on those assets from credit bidding -18-
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