IIB 
113TH CONGRESS 
2D SESSION 
H. R. 5421 
IN THE SENATE OF THE UNITED STATES 
DECEMBER 2, 2014 
Received; read twice and referred to the Committee on the Judiciary 
AN ACT 
To amend title 11 of the United States Code in order to 
facilitate the resolution of an insolvent financial institu-
tion in bankruptcy. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Financial Institution 
Bankruptcy Act of 2014’’. 
SEC. 2. GENERAL PROVISIONS RELATING TO COVERED FI-
NANCIAL CORPORATIONS. 
(a) DEFINITION.—Section 101 of title 11, United 
States Code, is amended by inserting the following after 
paragraph (9): 
‘‘(9A) The term ‘covered financial corporation’ 
means any corporation incorporated or organized 
under any Federal or State law, other than a stock-
broker, a commodity broker, or an entity of the kind 
specified in paragraph (2) or (3) of section 109(b), 
that is— 
‘‘(A) a bank holding company, as defined 
in section 2(a) of the Bank Holding Company 
Act of 1956; or 
‘‘(B) a corporation that exists for the pri-
mary purpose of owning, controlling and financ-
ing its subsidiaries, that has total consolidated 
assets of $50,000,000,000 or greater, and for 
which, in its most recently completed fiscal 
year— 
‘‘(i) annual gross revenues derived by 
the corporation and all of its subsidiaries 
from activities that are financial in nature 
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(as defined in section 4(k) of the Bank 
Holding Company Act of 1956) and, if ap-
plicable, from the ownership or control of 
one or more insured depository institu-
tions, represents 85 percent or more of the 
consolidated annual gross revenues of the 
corporation; or 
‘‘(ii) the consolidated assets of the 
corporation and all of its subsidiaries re-
lated to activities that are financial in na-
ture (as defined in section 4(k) of the 
Bank Holding Company Act of 1956) and, 
if applicable, related to the ownership or 
control of one or more insured depository 
institutions, represents 85 percent or more 
of the consolidated assets of the corpora-
tion.’’. 
(b) APPLICABILITY OF CHAPTERS.—Section 103 of 
title 11, United States Code, is amended by adding at the 
end the following: 
‘‘(l) Subchapter V of chapter 11 of this title applies 
only in a case under chapter 11 concerning a covered fi-
nancial corporation.’’. 
(c) WHO MAY BE A DEBTOR.—Section 109 of title 
11, United States Code, is amended— 
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(1) in subsection (b)— 
(A) in paragraph (2), by striking ‘‘or’’ at 
the end; 
(B) in paragraph (3)(B), by striking the 
period at the end and inserting ‘‘; or’’; and 
(C) by adding at the end the following: 
‘‘(4) a covered financial corporation.’’; and 
(2) in subsection (d)— 
(A) by striking ‘‘and’’ before ‘‘an unin-
sured State member bank’’; 
(B) by striking ‘‘or’’ before ‘‘a corpora-
tion’’; and 
(C) by inserting ‘‘, or a covered financial 
corporation’’ after ‘‘Federal Deposit Insurance 
Corporation Improvement Act of 1991’’. 
(d) CONVERSION TO CHAPTER 7.—Section 1112 of 
title 11, United States Code, is amended by adding at the 
end the following: 
‘‘(g) Notwithstanding section 109(b), the court may 
convert a case under subchapter V to a case under chapter 
7 if— 
‘‘(1) a transfer approved under section 1185 
has been consummated; 
‘‘(2) the court has ordered the appointment of 
a special trustee under section 1186; and 
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‘‘(3) the court finds, after notice and a hearing, 
that conversion is in the best interest of the credi-
tors and the estate.’’. 
(e)(1) Section 726(a)(1) of title 11, United States 
Code, is amended by inserting after ‘‘first,’’ the following: 
‘‘in payment of any unpaid fees, costs, and expenses of 
a special trustee appointed under section 1186, and then’’. 
(2) Section 1129(a) of title 11, United States Code, 
is amended by inserting after paragraph (16) the fol-
lowing: 
‘‘(17) In a case under subchapter V, all payable 
fees, costs, and expenses of the special trustee have 
been paid or the plan provides for the payment of 
all such fees, costs, and expenses on the effective 
date of the plan. 
‘‘(18) In a case under subchapter V, confirma-
tion of the plan is not likely to cause serious adverse 
effects on financial stability in the United States.’’. 
(f) Section 322(b)(2) of title 11, United States Code, 
is amended by striking ‘‘The’’ and inserting ‘‘In cases 
under subchapter V, the United States trustee shall rec-
ommend to the court, and in all other cases, the’’. 
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SEC. 3. LIQUIDATION, REORGANIZATION, OR RECAPITAL-
IZATION OF A COVERED FINANCIAL COR-
PORATION. 
Chapter 11 of title 11, United States Code, is amend-
ed by adding at the end the following: 
‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA-
TION, OR RECAPITALIZATION OF A COV-
ERED FINANCIAL CORPORATION 
‘‘§ 1181. Inapplicability of other sections 
‘‘Sections 303 and 321(c) do not apply in a case 
under this subchapter concerning a covered financial cor-
poration. 
‘‘§ 1182. Definitions for this subchapter 
‘‘In this subchapter, the following definitions shall 
apply: 
‘‘(1) The term ‘Board’ means the Board of 
Governors of the Federal Reserve System. 
‘‘(2) The term ‘bridge company’ means a newly 
formed corporation to which property of the estate 
may be transferred under section 1185(a) and the 
equity securities of which may be transferred to a 
special trustee under section 1186(a). 
‘‘(3) The term ‘capital structure debt’ means all 
unsecured debt of the debtor for borrowed money for 
which the debtor is the primary obligor, other than 
a qualified financial contract and other than debt se-
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cured by a lien on property of the estate that is to 
be transferred to a bridge company pursuant to an 
order of the court under section 1185(a). 
‘‘(4) The term ‘contractual right’ means a con-
tractual right of a kind defined in section 555, 556, 
559, 560, or 561. 
‘‘(5) The term ‘qualified financial contract’ 
means any contract of a kind defined in paragraph 
(25), (38A), (47), or (53B) of section 101, section 
741(7), or paragraph (4), (5), (11), or (13) of sec-
tion 761. 
‘‘(6) The term ‘special trustee’ means the trust-
ee of a trust formed under section 1186(a)(1). 
‘‘§ 1183. Commencement of a case concerning a cov-
ered financial corporation 
‘‘(a) A case under this subchapter concerning a cov-
ered financial corporation may be commenced by the filing 
of a petition with the court— 
‘‘(1) by the debtor under section 301 only if the 
debtor states to the best of its knowledge under pen-
alty of perjury in the petition that it is a covered fi-
nancial corporation; or 
‘‘(2) by the Board only if the Board states to 
the best of its knowledge under penalty of perjury 
in the petition that— 
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‘‘(A) the debtor is a covered financial cor-
poration that— 
‘‘(i) has incurred losses that will de-
plete all or substantially all of the capital 
of the covered financial corporation, and 
there is no reasonable prospect for the cov-
ered financial corporation to avoid such de-
pletion; 
‘‘(ii) is insolvent; 
‘‘(iii) is not paying, or is unable to 
pay, the debts of the covered financial cor-
poration (other than debts subject to a 
bona fide dispute as to liability or amount) 
as they become due; or 
‘‘(iv) is likely to be in a financial con-
dition specified in clause (i), (ii), or (iii) 
sufficiently soon such that the immediate 
commencement of a case under this sub-
chapter is necessary to prevent serious ad-
verse effects on financial stability in the 
United States; and 
‘‘(B) the commencement of a case under 
this title and effecting a transfer under section 
1185 is necessary to prevent serious adverse ef-
fects on financial stability in the United States. 
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‘‘(b)(1) Unless the debtor consents to an order for 
relief, the court shall hold a hearing on the Board’s peti-
tion under subsection (a)(2) as soon as practicable but not 
later than 16 hours after the Board files such a petition, 
with notice only to— 
‘‘(A) the covered financial corporation; 
‘‘(B) the Federal Deposit Insurance Corpora-
tion; 
‘‘(C) the Office of the Comptroller of the Cur-
rency of the Department of the Treasury; and 
‘‘(D) the Secretary of the Treasury. 
‘‘(2) Only the Board and the entities specified in 
paragraph (1) and their counsel may participate in a hear-
ing described in this subsection. The Board or the trustee 
may request that pleadings, hearings, transcripts, and or-
ders in connection with a hearing described in this sub-
section be sealed if their disclosure could create financial 
instability in the United States. 
‘‘(3) All pleadings, hearings, transcripts, and orders 
sealed under paragraph (2) shall be available to only the 
court, the appellate panel, the covered financial corpora-
tion, the Federal Deposit Insurance Corporation, the Of-
fice of the Comptroller of the Currency of the Department 
of the Treasury, the Secretary of the Treasury, and the 
Board. Notwithstanding paragraph (2), if the case is dis-
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missed, all court documents, including pleadings, hearings, 
transcripts, and orders, shall be permanently sealed. 
‘‘(c)(1) The commencement of a case under sub-
section (a)(1) constitutes an order for relief under this 
subchapter. 
‘‘(2) In a case commenced under subsection (a)(2), 
after notice and hearing required under subsection (b) and 
not later than 18 hours after the filing of the Board’s peti-
tion, the court shall enter— 
‘‘(A) an order for relief— 
‘‘(i) if the Board has shown at the hearing 
under this subsection that the requirements 
under subsection (a)(2) are supported by a pre-
ponderance of the evidence; or 
‘‘(ii) if the debtor consents to the Board’s 
petition under subsection (a)(2); or 
‘‘(B) an order dismissing the case. 
‘‘(d)(1) The covered financial corporation or the 
Board may appeal to the court of appeals from an order 
entered by the court under subsection (c)(2) not later than 
1 hour after the court enters such order, with notice only 
to the entities specified in subsection (b)(1) and the 
Board. Such order shall be stayed pending such appeal. 
‘‘(2) The appellate panel specified under section 
298(c)(1) of title 28 for the judicial circuit in which the 
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case is pending shall hear the appeal under paragraph (1) 
within 12 hours of the filing of the notice of appeal under 
this subsection. The standard of review shall be abuse of 
discretion. The appellate panel shall enter an order deter-
mining the matter that is the subject of the appeal not 
later than 14 hours after the notice of appeal is filed. 
‘‘(3) The court may not, on account of an appeal 
from an order for relief under section 1183(d)(1), delay 
any proceeding under section 1185, except that the court 
shall not authorize a transfer under section 1185 before 
the determination of the appeal. 
‘‘(e) The members of the board of directors (or body 
performing similar functions) of a covered financial com-
pany shall have no liability to shareholders, creditors or 
other parties in interest for a good faith filing or con-
senting in good faith to a petition with respect to a case 
under this subchapter, or for any reasonable action taken 
in good faith in contemplation of or in connection with 
such a petition or a transfer under section 1185 or section 
1186, whether prior to or after commencement of the case. 
‘‘(f) Counsel to the debtor or the Board shall provide, 
to the greatest extent practicable, sufficient confidential 
notice to the Office of Court Services of the Administrative 
Office of the United States Courts regarding the potential 
commencement of a subchapter V case without disclosing 
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the identity of the potential debtor in order to allow such 
office to randomly designate and ensure the ready avail-
ability of one of the bankruptcy judges designated under 
section 298(b)(1) of title 28 to be available to preside over 
such subchapter V case. 
‘‘§ 1184. Regulators 
‘‘The Board, the Securities Exchange Commission, 
the Office of the Comptroller of the Currency of the De-
partment of the Treasury, and the Federal Deposit Insur-
ance Corporation may raise and may appear and be heard 
on any issue in any case or proceeding under this sub-
chapter. 
‘‘§ 1185. Special transfer of property of the estate 
‘‘(a) On request of the trustee or the Board, and after 
notice and a hearing that shall occur not less than 24 
hours after the order for relief, the court may order a 
transfer under this section of property of the estate, and 
the assignment of executory contracts, unexpired leases, 
and qualified financial contracts of the debtor, to a bridge 
company. Upon the entry of an order approving such 
transfer, any property transferred, and any executory con-
tracts, unexpired leases, and qualified financial contracts 
assigned under such order shall no longer be property of 
the estate. Except as provided under this section, the pro-
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visions of sections 363 and 365 shall apply to a transfer 
and assignment under this section. 
‘‘(b) Unless the court orders otherwise, notice of a 
request for an order under subsection (a) shall consist of 
electronic or telephonic notice of not less than 24 hours 
to— 
‘‘(1) the debtor; 
‘‘(2) the holders of the 20 largest secured 
claims against the debtor; 
‘‘(3) the holders of the 20 largest unsecured 
claims against the debtor; 
‘‘(4) counterparties to any debt, executory con-
tract, unexpired lease, and qualified financial con-
tract requested to be transferred under this section; 
‘‘(5) the Board; 
‘‘(6) the Federal Deposit Insurance Corpora-
tion; 
‘‘(7) the Secretary of the Treasury and the Of-
fice of the Comptroller of the Currency of the Treas-
ury; 
‘‘(8) the Securities and Exchange Commission; 
‘‘(9) the United States trustee or bankruptcy 
administrator; and 
‘‘(10) each primary financial regulatory agency, 
as defined in section 2(12) of the Dodd-Frank Wall 
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Street Reform and Consumer Protection Act, with 
respect to any affiliate the equity securities of which 
are proposed to be transferred under this section. 
‘‘(c) The court may not order a transfer under this 
section unless the court determines, based upon a prepon-
derance of the evidence, that— 
‘‘(1) the transfer under this section is necessary 
to prevent serious adverse effects on financial sta-
bility in the United States; 
‘‘(2) the transfer does not provide for the as-
sumption of any capital structure debt by the bridge 
company; 
‘‘(3) the transfer does not provide for the trans-
fer to the bridge company of any property of the es-
tate that is subject to a lien securing a debt, execu-
tory contract, unexpired lease or agreement of the 
debtor unless— 
‘‘(A)(i) the bridge company assumes such 
debt, executory contract, unexpired lease or 
agreement, including any claims arising in re-
spect thereof that would not be allowed secured 
claims under section 506(a)(1) and after giving 
effect to such transfer, such property remains 
subject to the lien securing such debt, executory 
contract, unexpired lease or agreement; and 
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‘‘(ii) the court has determined that as-
sumption of such debt, executory contract, un-
expired lease or agreement by the bridge com-
pany is in the best interests of the estate; or 
‘‘(B) such property is being transferred to 
the bridge company in accordance with the pro-
visions of section 363; 
‘‘(4) the transfer does not provide for the as-
sumption by the bridge company of any debt, execu-
tory contract, unexpired lease or agreement of the 
debtor secured by a lien on property in which the es-
tate has an interest unless the transfer provides for 
such property to be transferred to the bridge com-
pany in accordance with paragraph (3)(A) of this 
subsection; 
‘‘(5) the transfer does not provide for the trans-
fer of the equity of the debtor; 
‘‘(6) the party requesting the transfer under 
this subsection has demonstrated that the bridge 
company is not likely to fail to meet the obligations 
of any debt, executory contract, qualified financial 
contract, or unexpired lease assumed and assigned 
to the bridge company; 
‘‘(7) the transfer provides for the transfer to a 
special trustee all of the equity securities in the 
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bridge company and appointment of a special trustee 
in accordance with section 1186; 
‘‘(8) after giving effect to the transfer, ade-
quate provision has been made for the fees, costs, 
and expenses of the estate and special trustee; and 
‘‘(9) the bridge company will have governing 
documents, and initial directors and senior officers, 
that are in the best interest of creditors and the es-
tate. 
‘‘(d) Immediately before a transfer under the section, 
the bridge company that is the recipient of the transfer 
shall— 
‘‘(1) not have any property, executory con-
tracts, unexpired leases, or debts, other than any 
property acquired or executory contracts, unexpired 
leases, or debts assumed when acting as a transferee 
of a transfer under this section; and 
‘‘(2) have equity securities that are property of 
the estate, which may be sold or distributed in ac-
cordance with this title. 
‘‘§ 1186. Special trustee 
‘‘(a)(1) An order approving a transfer under section 
1185 shall require the trustee to transfer to a qualified 
and independent special trustee, who is appointed by the 
court, all of the equity securities in the bridge company 
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that is the recipient of a transfer under section 1185 to 
hold in trust for the sole benefit of the estate, subject to 
satisfaction of the special trustee’s fees, costs, and ex-
penses. The trust of which the special trustee is the trust-
ee shall be a newly formed trust governed by a trust agree-
ment approved by the court as in the best interests of the 
estate, and shall exist for the sole purpose of holding and 
administering, and shall be permitted to dispose of, the 
equity securities of the bridge company in accordance with 
the trust agreement. 
‘‘(2) In connection with the hearing to approve a 
transfer under section 1185, the trustee shall confirm to 
the court that the Board has been consulted regarding the 
identity of the proposed special trustee and advise the 
court of the results of such consultation. 
‘‘(b) The trust agreement governing the trust shall 
provide— 
‘‘(1) for the payment of the fees, costs, ex-
penses, and indemnities of the special trustee from 
the assets of the debtor’s estate; 
‘‘(2) that the special trustee provide— 
‘‘(A) quarterly reporting to the estate, 
which shall be filed with the court; and 
‘‘(B) information about the bridge com-
pany reasonably requested by a party in inter-
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est to prepare a disclosure statement for a plan 
providing for distribution of any securities of 
the bridge company if such information is nec-
essary to prepare such disclosure statement; 
‘‘(3) that for as long as the equity securities of 
the bridge company are held by the trust, the special 
trustee shall file a notice with the court in connec-
tion with— 
‘‘(A) any change in a director or senior of-
ficer of the bridge company; 
‘‘(B) any modification to the governing 
documents 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 secu-
rities of the bridge company; 
‘‘(4) that any sale of any equity securities of 
the bridge company shall not be consummated until 
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the special trustee consults with the Federal Deposit 
Insurance Corporation and the Board regarding 
such sale and discloses the results of such consulta-
tion 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 se-
curities 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 
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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 applica-
ble nonbankruptcy law, and the actions and conduct of 
the special trustee shall no longer be subject to approval 
by the court in the case under this subchapter. 
‘‘§ 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; 
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‘‘(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— 
‘‘(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 affil-
iate 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— 
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‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
iate that are property of the estate 
are transferred under section 1185. 
‘‘(2) A debt, contract, lease, or agreement described 
in this paragraph is— 
‘‘(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 
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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 
earliest of— 
‘‘(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 quali-
fied 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 com-
pany in a transfer under section 1185 notwithstanding 
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any provision in an agreement or in applicable nonbank-
ruptcy law that— 
‘‘(1) prohibits, restricts, or conditions the as-
signment of the debt, contract, lease, or agreement; 
or 
‘‘(2) accelerates, terminates, or modifies, or 
permits a party other than the debtor to terminate 
or modify, the debt, contract, lease, or agreement on 
account 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 agreement 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 nonbankruptcy law— 
‘‘(A) of the kind described in subsection 
(a)(1)(B) as applied to the debtor; 
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‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agree-
ment; or 
‘‘(C) that accelerates, terminates, or modifies, 
or permits a party other than the debtor to termi-
nate or modify, the debt, contract, lease or agree-
ment on account of— 
‘‘(i) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(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 agreement 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 com-
pensate, a party other than the debtor to the debt, 
contract, lease, or agreement, for any actual pecu-
niary loss to the party resulting from the default; 
and 
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‘‘(C) provides adequate assurance in connection 
with a transfer under section 1185 of future per-
formance under the debt, contract, lease, or agree-
ment, 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, 
during the period specified in section 1187(a)(3)(A), ap-
plicable 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 
debtor or an affiliate. 
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‘‘(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 
financial 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 obliga-
tion during such period. 
‘‘(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
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 section 1185 if and only if— 
‘‘(1) all qualified financial contracts between 
the entity and the debtor are assigned to and as-
sumed by the bridge company in the transfer under 
section 1185; 
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‘‘(2) all claims of the entity against the debtor 
under 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 
creditors) are assigned to and assumed by the bridge 
company; 
‘‘(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 
‘‘(4) all property securing or any other credit 
enhancement furnished by the debtor for any quali-
fied 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 
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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 indi-
rect beneficial interest through the special trustee, in more 
than 50 percent of the equity securities of the bridge com-
pany. 
‘‘(e) Notwithstanding any provision of any agreement 
or in applicable nonbankruptcy law, an agreement of an 
affiliate (including an executory contract, an unexpired 
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 ac-
celerated, terminated, or modified, solely because of a con-
dition described in section 1187(c)(1), other than a condi-
tion of the kind specified in section 1187(b) that occurs 
after the bridge company is no longer a direct or indirect 
beneficial holder of more than 50 percent of the equity 
securities of the affiliate, at any time after the commence-
ment of the case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred 
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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 en-
hancement issued by the debtor relating to the 
agreement of the affiliate; and 
‘‘(B) any right of setoff, netting arrange-
ment, 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. 
‘‘§ 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 sec-
tion 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; 
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‘‘(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, per-
mit, or registration that the debtor had immediately before 
the commencement of the case that is included in a trans-
fer under section 1185 shall be valid and all rights and 
obligations thereunder shall vest in the bridge company. 
‘‘§ 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 suc-
cessor to the debtor under a plan if the court approves 
the disclosure statement for the plan as providing ade-
quate information (as defined in section 1125(a)) about 
the bridge company 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-
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templation of or in connection with a transfer under sec-
tion 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: 
‘‘§ 298. Judge for a case under subchapter V of chap-
ter 11 of title 11 
‘‘(a) Notwithstanding section 295, the Chief Justice 
of the United States shall designate not fewer than 3 
judges of the courts of appeals in not fewer than 4 circuits 
to serve on an appellate panel to be available to hear an 
appeal under section 1183 of title 11 in a case under such 
title concerning a covered financial corporation. Appellate 
judges may request to be considered by the Chief Justice 
of the United States for such designation. 
‘‘(b)(1) Notwithstanding section 295, the Chief Jus-
tice of the United States shall designate not fewer than 
10 bankruptcy judges to be available to hear a case under 
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subchapter 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 assigned to hear such case by the 
chief judge of the court of appeals for the circuit embrac-
ing the district in which the case is pending. To the great-
est extent practicable, the approvals required under sec-
tion 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 
temporarily assigned to the district. 
‘‘(c)(1) The court of appeals shall have jurisdiction 
of appeals from all orders for relief and orders of dismissal 
under section 1183 of title 11. 
‘‘(2) Notwithstanding section 295, in an appeal under 
paragraph (1) in a case under title 11 concerning a cov-
ered financial corporation shall be heard by— 
‘‘(A) 3 judges selected from the appellate panel 
designated under subsection (a); or 
‘‘(B) if the 3 judges of such panel are not im-
mediately available to hear the case, 3 judges des-
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ignated under subsection (a) from another circuit 
and assigned by the Chief Justice of the United 
States to hear the case. 
‘‘(3) If any of the judges of the appellate panel speci-
fied in paragraph (2) is not assigned to the circuit in 
which the appeal is pending, the judges shall be tempo-
rarily assigned to the circuit. 
‘‘(4) 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. 
‘‘(d) In this section, the term ‘covered financial cor-
poration’ has the meaning given that term in section 
101(9A) of title 11.’’. 
(b) AMENDMENT TO SECTION 1334.—Section 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 
district court after a transfer pursuant to an order under 
section 1185 of title 11 of any proceeding related to a spe-
cial trustee appointed, or to a bridge company formed, in 
connection 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 
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States Code, is amended by adding at the end the fol-
lowing: 
‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’. 
Passed the House of Representatives December 1, 
2014. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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