(Bloomberg) -- Morgan Stanley asked a judge to toss a suit by two private equity firms that claim they were cheated out of $750 million in an investment in the bank’s loans to a Fortress Investment Group-backed high-speed rail operator.
In a Monday court filing in New York, Morgan Stanley said Certares Management LLC and Knighthead Capital Management LLC were seeking a windfall they weren’t entitled to under their credit agreement with the bank. According to Morgan Stanley, the firms’ fraud claims were “implausible” because the bank itself would be harmed by the alleged scheme.
Certares and Knighthead first sued Morgan Stanley and the rail operator, Brightline Holdings, last year. They alleged the defendants schemed to unlawfully restructure the deal by which the private equity firms acquired more than half of the bank’s $360 million loan to allow the company to proceed with a preferred-share offering in December 2022.
According to Certares and Knighthead, that issue should have triggered a “make-whole” provision of the credit agreement guaranteeing them a certain amount based on future interest in the event of early loan repayment. The firms claim that amount is at least $750 million.
Morgan Stanley said in its motion to dismiss that Certares and Knighthead failed to adequately claim that the bank violated the credit agreement. It also said the allegation that it schemed with Brightline was “wholly unsupported” and would also contradict the bank’s economic self-interest. As a co-lender, Morgan Stanley noted that it would also benefit from a “make-whole” provision on loan repayment.
Fortress Relationship
Certares and Knighthead contended in their suit that Morgan Stanley went along with the scheme because of a longstanding relationship with Brightline and Fortress, but the bank called that “conjecture.”
Lawyers for Certares and Knighthead didn’t immediately respond to a request for comment.
Brightline, which is also a defendant, separately asked on Monday for the claims to be dismissed. Fortress, which is not a party in the case, is a major investor in the rail operator but has denied involvement in the loan deal and resisted plaintiffs’ requests to depose co-founder Wesley Edens.
According to their suit, Certares and Knighthead invested in the Brightline loan through their jointly managed CK Opportunities Fund, which was launched during the pandemic to focus on distressed assets in the travel and tourism industry.
Brightline currently operates a passenger rail line between Miami and Orlando in Florida. The company broke ground in April on a planned 218-mile route from Las Vegas to Rancho Cucamonga, California, where passengers can travel up to 200 miles per hour and connect to the Metrolink train network.
The case is CK Opportunities Fund v. Morgan Stanley, 654526/2023, New York State Supreme Court, New York County (Manhattan).
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