trustee shall file a notice with the court in connection 
with— 
‘‘(A) any change in a director or senior offi-
cer of the bridge company; 
‘‘(B) any modification to the governing doc-
uments of the bridge company; and 
‘‘(C) any material corporate action of the 
bridge company, including— 
‘‘(i) recapitalization; 
‘‘(ii) a material borrowing; 
‘‘(iii) termination of an intercompany 
debt or guarantee; 
‘‘(iv) a transfer of a substantial por-
tion of the assets of the bridge company; or 
‘‘(v) the issuance or sale of any securi-
ties of the bridge company; 
‘‘(4) that any sale of any equity securities of the 
bridge company shall not be consummated until the 
special trustee consults with the Federal Deposit In-
surance Corporation and the Board regarding such 
sale and discloses the results of such consultation with 
the court; 
‘‘(5) that, subject to reserves for payments per-
mitted under paragraph (1) provided for in the trust 
agreement, the proceeds of the sale of any equity secu-
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rities of the bridge company by the special trustee be 
held in trust for the benefit of or transferred to the 
estate; 
‘‘(6) the process and guidelines for the replace-
ment of the special trustee; and 
‘‘(7) that the property held in trust by the spe-
cial trustee is subject to distribution in accordance 
with subsection (c). 
‘‘(c)(1) The special trustee shall distribute the assets 
held in trust— 
‘‘(A) if the court confirms a plan in the case, in 
accordance with the plan on the effective date of the 
plan; or 
‘‘(B) if the case is converted to a case under 
chapter 7, as ordered by the court. 
‘‘(2) As soon as practicable after a final distribution 
under paragraph (1), the office of the special trustee shall 
terminate, except as may be necessary to wind up and con-
clude the business and financial affairs of the trust. 
‘‘(d) After a transfer to the special trustee under this 
section, the special trustee shall be subject only to applicable 
nonbankruptcy law, and the actions and conduct of the spe-
cial trustee shall no longer be subject to approval by the 
court in the case under this subchapter. 
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‘‘§ 1187. Temporary and supplemental automatic stay; 
assumed debt 
‘‘(a)(1) A petition filed under section 1183 operates 
as a stay, applicable to all entities, of the termination, ac-
celeration, or modification of any debt, contract, lease, or 
agreement of the kind described in paragraph (2), or of any 
right or obligation under any such debt, contract, lease, or 
agreement, solely because of— 
‘‘(A) a default by the debtor under any such 
debt, contract, lease, or agreement; or 
‘‘(B) a provision in such debt, contract, lease, or 
agreement, or in applicable nonbankruptcy law, that 
is conditioned on— 
‘‘(i) the insolvency or financial condition of 
the debtor at any time before the closing of the 
case; 
‘‘(ii) the commencement of a case under this 
title concerning the debtor; 
‘‘(iii) the appointment of or taking posses-
sion by a trustee in a case under this title con-
cerning the debtor or by a custodian before the 
commencement of the case; or 
‘‘(iv) a credit rating agency rating, or ab-
sence or withdrawal of a credit rating agency 
rating— 
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‘‘(I) of the debtor at any time after the 
commencement of the case; 
‘‘(II) of an affiliate during the period 
from the commencement of the case until 48 
hours after such order is entered; 
‘‘(III) of the bridge company while the 
trustee or the special trustee is a direct or 
indirect beneficial holder of more than 50 
percent of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affiliate 
that are property of the estate are 
transferred under section 1185; or 
‘‘(IV) of an affiliate while the trustee 
or the special trustee is a direct or indirect 
beneficial holder of more than 50 percent of 
the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affiliate 
that are property of the estate are 
transferred under section 1185. 
‘‘(2) A debt, contract, lease, or agreement described in 
this paragraph is— 
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‘‘(A) any debt (other than capital structure 
debt), executory contract, or unexpired lease of the 
debtor (other than a qualified financial contract); 
‘‘(B) any agreement under which the debtor 
issued or is obligated for debt (other than capital 
structure debt); 
‘‘(C) any debt, executory contract, or unexpired 
lease of an affiliate (other than a qualified financial 
contract); or 
‘‘(D) any agreement under which an affiliate 
issued or is obligated for debt. 
‘‘(3) The stay under this subsection terminates— 
‘‘(A) for the benefit of the debtor, upon the ear-
liest of— 
‘‘(i) 48 hours after the commencement of the 
case; 
‘‘(ii) assumption of the debt, contract, lease, 
or agreement by the bridge company under an 
order authorizing a transfer under section 1185; 
‘‘(iii) a final order of the court denying the 
request for a transfer under section 1185; or 
‘‘(iv) the time the case is dismissed; and 
‘‘(B) for the benefit of an affiliate, upon the ear-
liest of— 
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‘‘(i) the entry of an order authorizing a 
transfer under section 1185 in which the direct 
or indirect interests in the affiliate that are 
property of the estate are not transferred under 
section 1185; 
‘‘(ii) a final order by the court denying the 
request for a transfer under section 1185; 
‘‘(iii) 48 hours after the commencement of 
the case if the court has not ordered a transfer 
under section 1185; or 
‘‘(iv) the time the case is dismissed. 
‘‘(4) Subsections (d), (e), (f), and (g) of section 362 
apply to a stay under this subsection. 
‘‘(b) A debt, executory contract (other than a qualified 
financial contract), or unexpired lease of the debtor, or an 
agreement under which the debtor has issued or is obligated 
for any debt, may be assumed by a bridge company in a 
transfer under section 1185 notwithstanding any provision 
in an agreement or in applicable nonbankruptcy law 
that— 
‘‘(1) prohibits, restricts, or conditions the assign-
ment of the debt, contract, lease, or agreement; or 
‘‘(2) accelerates, terminates, or modifies, or per-
mits a party other than the debtor to terminate or 
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modify, the debt, contract, lease, or agreement on ac-
count of— 
‘‘(A) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(B) a change in control of any party to the 
debt, contract, lease, or agreement. 
‘‘(c)(1) A debt, contract, lease, or agreement of the kind 
described in subparagraph (A) or (B) of subsection (a)(2) 
may not be accelerated, terminated, or modified, and any 
right or obligation under such debt, contract, lease, or agree-
ment may not be accelerated, terminated, or modified, as 
to the bridge company solely because of a provision in the 
debt, contract, lease, or agreement or in applicable non-
bankruptcy law— 
‘‘(A) of the kind described in subsection (a)(1)(B) 
as applied to the debtor; 
‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agreement; 
or 
‘‘(C) that accelerates, terminates, or modifies, or 
permits a party other than the debtor to terminate or 
modify, the debt, contract, lease or agreement on ac-
count of— 
‘‘(i) the assignment of the debt, contract, 
lease, or agreement; or 
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‘‘(ii) a change in control of any party to the 
debt, contract, lease, or agreement. 
‘‘(2) If there is a default by the debtor under a provi-
sion other than the kind described in paragraph (1) in a 
debt, contract, lease or agreement of the kind described in 
subparagraph (A) or (B) of subsection (a)(2), the bridge 
company may assume such debt, contract, lease, or agree-
ment only if the bridge company— 
‘‘(A) shall cure the default; 
‘‘(B) compensates, or provides adequate assur-
ance in connection with a transfer under section 1185 
that the bridge company will promptly compensate, a 
party other than the debtor to the debt, contract, lease, 
or agreement, for any actual pecuniary loss to the 
party resulting from the default; and 
‘‘(C) provides adequate assurance in connection 
with a transfer under section 1185 of future perform-
ance under the debt, contract, lease, or agreement, as 
determined by the court under section 1185(c)(4). 
‘‘§ 1188. Treatment of qualified financial contracts 
and affiliate contracts 
‘‘(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 561, 
a petition filed under section 1183 operates as a stay, dur-
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ing the period specified in section 1187(a)(3)(A), applicable 
to all entities, of the exercise of a contractual right— 
‘‘(1) to cause the modification, liquidation, ter-
mination, or acceleration of a qualified financial con-
tract of the debtor or an affiliate; 
‘‘(2) to offset or net out any termination value, 
payment amount, or other transfer obligation arising 
under or in connection with a qualified financial con-
tract of the debtor or an affiliate; or 
‘‘(3) under any security agreement or arrange-
ment or other credit enhancement forming a part of 
or related to a qualified financial contract of the debt-
or or an affiliate. 
‘‘(b)(1) During the period specified in section 
1187(a)(3)(A), the trustee or the affiliate shall perform all 
payment and delivery obligations under such qualified fi-
nancial contract of the debtor or the affiliate, as the case 
may be, that become due after the commencement of the 
case. The stay provided under subsection (a) terminates as 
to a qualified financial contract of the debtor or an affiliate 
immediately upon the failure of the trustee or the affiliate, 
as the case may be, to perform any such obligation during 
such period. 
‘‘(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
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any payment or delivery obligation under such qualified 
financial contract, including during the pendency of the 
stay provided under subsection (a), shall constitute a breach 
of such qualified financial contract by the counterparty. 
‘‘(c) Subject to the court’s approval, a qualified finan-
cial contract between an entity and the debtor may be as-
signed to or assumed by the bridge company in a transfer 
under, and in accordance with, section 1185 if and only 
if— 
‘‘(1) all qualified financial contracts between the 
entity and the debtor are assigned to and assumed by 
the bridge company in the transfer under section 
1185; 
‘‘(2) all claims of the entity against the debtor 
in respect of any qualified financial contract between 
the entity and the debtor (other than any claim that, 
under the terms of the qualified financial contract, is 
subordinated to the claims of general unsecured credi-
tors) are assigned to and assumed by the bridge com-
pany; 
‘‘(3) all claims of the debtor against the entity 
under any qualified financial contract between the 
entity and the debtor are assigned to and assumed by 
the bridge company; and 
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‘‘(4) all property securing or any other credit en-
hancement furnished by the debtor for any qualified 
financial contract described in paragraph (1) or any 
claim described in paragraph (2) or (3) under any 
qualified financial contract between the entity and 
the debtor is assigned to and assumed by the bridge 
company. 
‘‘(d) Notwithstanding any provision of a qualified fi-
nancial contract or of applicable nonbankruptcy law, a 
qualified financial contract of the debtor that is assumed 
or assigned in a transfer under section 1185 may not be 
accelerated, terminated, or modified, after the entry of the 
order approving a transfer under section 1185, and any 
right or obligation under the qualified financial contract 
may not be accelerated, terminated, or modified, after the 
entry of the order approving a transfer under section 1185 
solely because of a condition described in section 1187(c)(1), 
other than a condition of the kind specified in section 
1187(b) that occurs after property of the estate no longer 
includes a direct beneficial interest or an indirect beneficial 
interest through the special trustee, in more than 50 percent 
of the equity securities of the bridge company. 
‘‘(e) Notwithstanding any provision of any agreement 
or in applicable nonbankruptcy law, an agreement of an 
affiliate (including an executory contract, an unexpired 
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lease, qualified financial contract, or an agreement under 
which the affiliate issued or is obligated for debt) and any 
right or obligation under such agreement may not be accel-
erated, terminated, or modified, solely because of a condi-
tion described in section 1187(c)(1), other than a condition 
of the kind specified in section 1187(b) that occurs after 
the bridge company is no longer a direct or indirect bene-
ficial holder of more than 50 percent of the equity securities 
of the affiliate, at any time after the commencement of the 
case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred 
under section 1185 to the bridge company within the 
period specified in subsection (a); 
‘‘(2) the bridge company assumes— 
‘‘(A) any guarantee or other credit enhance-
ment issued by the debtor relating to the agree-
ment of the affiliate; and 
‘‘(B) any obligations in respect of rights of 
setoff, netting arrangement, or debt of the debtor 
that directly arises out of or directly relates to 
the guarantee or credit enhancement; and 
‘‘(3) any property of the estate that directly 
serves as collateral for the guarantee or credit en-
hancement is transferred to the bridge company. 
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‘‘§ 1189. Licenses, permits, and registrations 
‘‘(a) Notwithstanding any otherwise applicable non-
bankruptcy law, if a request is made under section 1185 
for a transfer of property of the estate, any Federal, State, 
or local license, permit, or registration that the debtor or 
an affiliate had immediately before the commencement of 
the case and that is proposed to be transferred under section 
1185 may not be accelerated, terminated, or modified at 
any time after the request solely on account of— 
‘‘(1) the insolvency or financial condition of the 
debtor at any time before the closing of the case; 
‘‘(2) the commencement of a case under this title 
concerning the debtor; 
‘‘(3) the appointment of or taking possession by 
a trustee in a case under this title concerning the 
debtor or by a custodian before the commencement of 
the case; or 
‘‘(4) a transfer under section 1185. 
‘‘(b) Notwithstanding any otherwise applicable non-
bankruptcy law, any Federal, State, or local license, permit, 
or registration that the debtor had immediately before the 
commencement of the case that is included in a transfer 
under section 1185 shall be valid and all rights and obliga-
tions thereunder shall vest in the bridge company. 
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‘‘§ 1190. Exemption from securities laws 
‘‘For purposes of section 1145, a security of the bridge 
company shall be deemed to be a security of a successor 
to the debtor under a plan if the court approves the disclo-
sure statement for the plan as providing adequate informa-
tion (as defined in section 1125(a)) about the bridge com-
pany and the security. 
‘‘§ 1191. Inapplicability of certain avoiding powers 
‘‘A transfer made or an obligation incurred by the 
debtor to an affiliate prior to or after the commencement 
of the case, including any obligation released by the debtor 
or the estate to or for the benefit of an affiliate, in con-
templation of or in connection with a transfer under section 
1185 is not avoidable under section 544, 547, 548(a)(1)(B), 
or 549, or under any similar nonbankruptcy law. 
‘‘§ 1192. Consideration of financial stability 
‘‘The court may consider the effect that any decision 
in connection with this subchapter may have on financial 
stability in the United States.’’. 
SEC. 4. AMENDMENTS TO TITLE 28, UNITED STATES CODE. 
(a) AMENDMENT TO CHAPTER 13.—Chapter 13 of title 
28, United States Code, is amended by adding at the end 
the following: 
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‘‘§ 298. Judge for a case under subchapter V of chap-
ter 11 of title 11 
‘‘(a)(1) Notwithstanding section 295, the Chief Justice 
of the United States shall designate not fewer than 10 bank-
ruptcy judges to be available to hear a case under sub-
chapter V of chapter 11 of title 11. Bankruptcy judges may 
request to be considered by the Chief Justice of the United 
States for such designation. 
‘‘(2) Notwithstanding section 155, a case under sub-
chapter V of chapter 11 of title 11 shall be heard under 
section 157 by a bankruptcy judge designated under para-
graph (1), who shall be randomly assigned to hear such case 
by the chief judge of the court of appeals for the circuit 
embracing the district in which the case is pending. To the 
greatest extent practicable, the approvals required under 
section 155 should be obtained. 
‘‘(3) If the bankruptcy judge assigned to hear a case 
under paragraph (2) is not assigned to the district in which 
the case is pending, the bankruptcy judge shall be tempo-
rarily assigned to the district. 
‘‘(b) A case under subchapter V of chapter 11 of title 
11, and all proceedings in the case, shall take place in the 
district in which the case is pending. 
‘‘(c) In this section, the term ‘covered financial cor-
poration’ has the meaning given that term in section 
101(9A) of title 11.’’. 
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(b) AMENDMENT TO SECTION 1334 OF TITLE 28.—Sec-
tion 1334 of title 28, United States Code, is amended by 
adding at the end the following: 
‘‘(f) This section does not grant jurisdiction to the dis-
trict court after a transfer pursuant to an order under sec-
tion 1185 of title 11 of any proceeding related to a special 
trustee appointed, or to a bridge company formed, in con-
nection with a case under subchapter V of chapter 11 of 
title 11.’’. 
(c) TECHNICAL AND CONFORMING AMENDMENT.—The 
table of sections for chapter 13 of title 28, United States 
Code, is amended by adding at the end the following: 
‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’. 
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Union Calendar No. 363 
114TH CONGRESS 
2D SESSION 
H. R. 2947 
[Report No. 114–477] 
A BILL 
To amend title 11 of the United States Code in 
order to facilitate the resolution of an insolvent 
financial institution in bankruptcy. 
MARCH 23, 2016 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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