A U.S. federal judge rejected Idearc creditors’ $9 billion lawsuit against Verizon ( VZ ) for spinning off its debt- laden yellow-pages business.
Judge A. Joe Fish of the U.S. District Court in Dallas Tuesday rejected creditors’ claim that Verizon’s 2006 spinoff of the yellow pages business was intended to defraud Idearc’s creditors.
The creditors have not “presented specific direct evidence of the defendants’ fraudulent intent, nor has it pointed to any such evidence that it may yet present,” Judge Fish wrote in a 22-page decision.
Earlier this year, Judge Fish determined Idearc was solvent when it transferred $9.1 billion in cashand debt to Verizon. The judge said the yellow pages company had a total enterprise value of at least $12 billion on the date of the spinoff and was both “solvent and received reasonably equivalent value” for the cash and debt it sent to its former parent.
Creditors, via a litigation trust created as part of Idearc’s 2009 exit from bankruptcy, had argued the deal constituted a fraudulent transfer that could be undone in bankruptcy court. In bankruptcy proceedings, a judge can find certain transactions to be fraudulent transfers if a company was insolvent when taking on new liabilities.
But Judge Fish’s earlier decision effectively gutted the creditors claim that the spinoff left the company with so much debt it was destined to collapse. The new ruling dispatches with what remained.
“The constructive fraudulent transfer claims obviously fail on the merits, however, in light of the court’s findings as to Idearc’s value and solvency,” said Judge Fish. “None of the plaintiff’s claims can be maintained without a favorable finding on Idearc’s value and solvency.”
U.S. Bank ( USB ), the litigation trustee, declined to comment, citing pending litigation. However, a lawyer for the trustee said it intends to appeal the decision.
Yellow-pages publisher Idearc Inc. emerged from bankruptcy protection on the last day of 2009 under the control of its lenders with a new name–SuperMedia–after erasing more than two-thirds of its multibillion-dollar debt.
SuperMedia merged with North Carolina-based Dex One earlier this year. The two companies filed for Chapter 11 protection in April after failing to get enough stakeholder support to complete the merger out of court.
Dex One, the former R.H. Donnelley Corp., also emerged form bankruptcy protection in 2010. The new company is now known as Dex Media Inc. ( DXM ). Dex One shareholders received about 60% of the combined company, while SuperMedia shareholders got about 40%. The merged firm is based in Dallas.
-Marie Beaudette contributed to this story.
Write to Patrick Fitzgerald at patrick.fitzgerald@dowjones.com. Follow him on Twitter @WSJBankruptcy
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