Energy Corp. of America v. MacKay Shields LLC

OPINION

WILKINSON, Circuit Judge.

Energy Corporation of America (ECA) brought a declaratory action against a group of its noteholders, seeking resolution of its contractual obligations to the note-holders as a result of its sale of certain of its assets. Under the governing indenture agreement, ECA must reinvest the “Net Proceeds” from such an asset sale in particular ways and, depending upon the amount of the Net Proceeds that remains after a 360-day period, it must repurchase a portion of the notes from their holders. One part of calculating Net Proceeds is to deduct the “taxes paid or…