United States Court of Appeals, Eleventh Circuit.

No. 11-11071.

In Re TOUSA, INC., et al., Debtors. Senior Transeastern Lenders, Defendant-Appellee, Citicorp North America, Inc., Certain First Lien Term Lenders, Intervenors-Appellees, v. Official Committee of Unsecured Creditors, Plaintiff-­Appellant.

May 15, 2012.

Before TJOFLAT, PRYOR and FAY, Circuit Judges.

Ceci Berman, Darren D. Farfante, Fowler White Boggs, PA, Tampa, FL, An­drew M. Leblanc, Milbank, Tweed, Hadley & McCloy, LLP, Washington, DC, Nancy A. Copperthwaite, Akerman Senterfitt, LLP, Miami, FL, Michael I. Goldberg, Ak­erman Senterfitt, LLP, Fort Lauderdale, FL, Stephen M. Mertz, Faegre Baker Daniels, LLP, Minneapolis, MN, Atara Miller, Gabrielle Lynn Ruha, Milbank, Tweed, Hadley & McCloy, LLP, New York City, for Defendant-Appellee.

Thomas J. Hall, Thomas J. McCormack, Seven Rivera, Chadbourne & Parke, LLP, Philip Korologos, Eric Brenner, Boies, Schiller & Flexner, LLP, New York City, Richard C. Prosser, Stichter, Riedel, Blain & Prosser, PA, Tampa, FL, Evan Daniel Flaschen, Daynor M. Carman, Gregory W. Nye, Bracewell & Giuliani, LLP, Hartford, CT, Scott L. Baena, Jeffrey Ira Snyder, Bilzin, Sumberg, Baena, Price & Axelrod, LLP, Jennifer G. Altman, Stephen N. Zack, Boies, Schiller & Flexner, LLP, Mia­mi, FL, Justin Brett Busby, Bracewell & Giuliani, LLP, Houston, TX, for Interve­nors-Appellees.

Lawrence Saul Robbins, Mark A. Hiller, Donald J. Russell, Michael L. Waldman, Robbins, Russell, Englert, Orseek, Unter­einer & Sauber, LLP, Washington, DC, David C. Pollack, Patricia Ann Redmond, Sterns, Weaver, Miller, Weissler, Alhadeff & Sitterson, PA, Miami, FL, for Plaintiff-­Appellant.

Christopher J. Wright, Harris, Wiltshire & Grannis, LLP, Washington, DC, for Na­tional Ass’n of Bankruptcy Trustees, Ami­cus Curiae.

James B. Heaton, Ashley Conrad Keller, Bartlit, Beck, Herman, Palenchar & Scott, LLP, Chicago, IL, for Bankruptcy Schol­ars, Amicus Curiae.

Thomas M. Messana, Messana, PA, Fort Lauderdale, FL, Elliot Ganz, The Loan Syndications and Trading Ass’n, Mark A. McDermott, George A. Zimmerman, Skad­den, Arps, Slate, Meagher & Flom, LLP, New York City, for The Loan Syndications and Trading Ass’n, Amicus Curiae.

PRYOR, Circuit Judge:

This bankruptcy appeal involves a trans­fer of liens by subsidiaries of TOUSA, Inc., to secure the payment of a debt owed only by their parent, TOUSA. On July 31, 2007, TOUSA paid a settlement of $421 million to the Senior Transeastern Lend­ers with loan proceeds from the New Lenders secured primarily by the assets of several subsidiaries of TOUSA. Six months later, TOUSA and the Conveying Subsidiaries filed for bankruptcy. In an adversary proceeding filed by the Commit­tee of Unsecured Creditors of TOUSA, the bankruptcy court avoided the liens as a fraudulent transfer because the Conveying Subsidiaries did not receive reasonably equivalent value; ordered the Transeast­ern Lenders to disgorge $403 million of the loan proceeds because the transfer of the liens was for the benefit of the Tran­seastern Lenders; and awarded damages to the Conveying Subsidiaries. The Tran­seastern Lenders and the New Lenders, as intervenors, appealed. The district court quashed the judgment as to the Transeastern Lenders and stayed the ap­peal of the New Lenders. This appeal by the Committee of Unsecured Creditors presents two issues: (1) whether the bank­ruptcy court clearly erred when it found that the Conveying Subsidiaries did not receive reasonably equivalent value in ex­change for the liens to secure loans used to pay a debt owed only by TOUSA, 11 U.S.C. § 548; and (2) whether the Tran­seastern Lenders were entities “for whose benefit” the Conveying Subsidiaries trans­ferred the liens, 11 U.S.C. § 550(a)(1). We hold that the bankruptcy court did not clearly err when it found that the Convey­ing Subsidiaries did not receive reasonably equivalent value for the hens and that the bankruptcy court correctly ruled that the Transeastern Lenders were entities “for whose benefit” the liens were transferred. We reverse the judgment of the district court, affirm the liability findings of the bankruptcy court, and remand for further proceedings consistent with this opinion.

I. BACKGROUND

We divide our summary of the events that led to this appeal into three parts. We first recount the uncontested facts that underlie this appeal. We then review the findings of fact and conclusions of law of the bankruptcy court. Finally, we review the decision of the district court.

A. Factual Background

As of 2006, TOUSA, Inc., was the thir­teenth largest homebuilding enterprise in the country, with operations in Florida, Texas, the mid-Atlantic states, and the western United States. The company had grown rapidly, chiefly by acquiring inde­pendent homebuilders that became subsid­iaries of TOUSA. These subsidiaries owned most of the assets of the enterprise and generated virtually all of its revenue.

To finance its growth, TOUSA borrowed a lot. TOUSA issued more than $1 billion of public bonds. That debt was unsecured, but was guaranteed by the Conveying Sub­sidiaries. TOUSA also borrowed funds under a revolving line of credit agreement administered by Citicorp North America, Inc. The Conveying Subsidiaries and TOUSA were jointly and severally liable for repayment of the revolving loan, which was secured by liens on the assets of the companies. Both the bond debt and re­volving loan agreements provided that an adverse judgment for more than $10 mil­lion against TOUSA or any of its subsid­iaries or a bankruptcy filing by TOUSA or any of its subsidiaries would constitute an event of default, which would permit the bondholders and Citicorp to declare all outstanding amounts of debt due immedi­ately. As of July 31, 2007, TOUSA had approximately $1.061 billion of principal outstanding on its bond debt and $224 million outstanding on its revolving loan.

In June 2005, TOUSA entered a joint venture with Falcone/Ritchie LLC to ac­quire homebuilding assets owned by Tran­seastern Properties, Inc., in Florida. TOUSA incurred more debt, this time from the Transeastern Lenders, to fund the Transeastern Joint Venture, but none of the Conveying Subsidiaries became an obligor or guarantor of the Transeastern debt.

The downturn in the housing market soon threatened the Transeastern Joint Venture. By October 4, 2006, the joint venture had defaulted on several obli­gations. At the end of that month, the Transeastern Lenders alleged defaults and demanded payment from TOUSA. In De­cember 2006, the Transeastern Lenders sued TOUSA, and in January 2007, the Transeastern Lenders alleged that TOU-­SA was responsible for damages of over $2 billion.

On July 31, 2007, TOUSA executed set­tlements with its partner in the joint ven­ture and the Transeastern Lenders. The settlements required TOUSA to pay more than $421 million to the Transeastern Lenders. To finance the settlements, TOUSA and some of its subsidiaries in­curred new debt. Citicorp North America, Inc. agreed to syndicate two new term loans to TOUSA and the Conveying Sub­sidiaries: a $200 million loan from the First Lien Lenders, to be secured by first-­priority liens on the assets of the Convey­ing Subsidiaries and TOUSA; and a $800 million loan from the Second Lien Lend­ers, to be secured by second-priority liens. Both loan agreements with these New Lenders required that the funds be used to pay the $421 million settlement with the Transeastern Lenders. TOUSA also amended its revolving credit agreement with Citicorp.

The transaction was executed in several parts. First, Citicorp transferred $476,418,784.40 to Universal Land Title, Inc., a wholly-owned subsidiary of TOUSA that was not one of the Conveying Subsid­iaries. Universal Land Title then sent a wire transfer of $426,383,828.08 to CIT, the administrative agent for the Transeast­ern Lenders. CIT disbursed the proceeds of that transfer on July 31 and August 1, 2007. The Transeastern Lenders received $421,015,089.15 and the remaining funds were dispersed to third parties to cover professional, advisory, and other fees.

B. Bankruptcy Court Proceedings

Six months later, TOUSA and the Con­veying Subsidiaries filed petitions for bankruptcy under Chapter 11. The Com­mittee of Unsecured Creditors of TOUSA, on behalf of the estate of TOUSA, later filed an adversary proceeding against the New Lenders and the Transeastern Lend­ers to avoid as a fraudulent transfer, see 11 U.S.C. § 548(a)(1)(B), the transfer of the liens to the New Lenders and to recov­er the value of the liens from the Tran­seastern Lenders, see 11 U.S.C. § 550(a)(1). The Committee alleged that the transfer of the liens by the Conveying Subsidiaries to the New Lenders was a fraudulent transfer under section 548(a)(1)(B) because the Conveying Sub­sidiaries were insolvent when the transfer occurred, were made insolvent by the transfer, had unreasonably small capital, or were unable to pay their debts when due; and the Conveying Subsidiaries did not receive reasonably equivalent value in exchange for their transfer. See 11 U.S.C. § 548(a)(1)(B). The Committee demanded that the bankruptcy court avoid the liens and order the Transeastern Lenders, as the entities “for whose benefit” the trans­fer was made, 11 U.S.C. § 550(a)(1), to disgorge the proceeds of the loans.

The Transeastern Lenders and New Lenders responded that the transfer of the liens was not fraudulent because the Con­veying Subsidiaries had received reason­ably equivalent value in exchange for their liens. The Transeastern Lenders and New Lenders highlighted numerous pur­ported benefits of the transaction, but the crucial source of alleged value for the Con­veying Subsidiaries was the economic ben­efit of avoiding default and bankruptcy. The Transeastern Lenders and New Lend­ers contended that the Transeastern Lend­ers were likely to secure a judgment against TOUSA, which would have consti­tuted an event of default on more than $1 billion of debt that the Conveying Subsid­iaries had guaranteed. The default would have likely forced TOUSA and the Con­veying Subsidiaries into bankruptcy. The transaction staved off this event and gave TOUSA and the Conveying Subsidiaries an opportunity to continue as an enterprise and possibly become profitable again. The Transeastern Lenders and New Lenders contended that this opportunity was rea­sonably equivalent in value to the obli­gations the Conveying Subsidiaries in­curred. The Transeastern Lenders and New Lenders also argued that the Con­veying Subsidiaries received numerous other benefits, including a higher debt ceil­ing on the revolving loan, new tax benefits, the elimination of adverse business effects from the Transeastern litigation, and the opportunity to retain access to various cen­tralized services provided by TOUSA such as cash management, purchasing, and pay­roll administration. The Transeastern Lenders argued alternatively that, if the transfer of liens was fraudulent, they could not be liable as entities for whose benefit the transfer was made because they were subsequent transferees of the loan pro­ceeds from TOUSA, not entities that bene­fitted immediately from the transfer. See 11 U.S.C. § 550(a)(1).

After a 13-day trial, during which the bankruptcy court heard extensive fact and expert testimony and admitted over 1800 exhibits, the bankruptcy court issued its findings of fact and conclusions of law. See Official Comm. of Unsecured Credi­tors of TOUSA, Inc. v. Citicorp N. Am., Inc., (In re TOUSA, Inc.), 422 B.R. 783 (Bankr.S.D.Fla.2009). The bankruptcy court found that the Conveying Subsidiar­ies were unable to pay their debts when due, had unreasonably small capital, and were insolvent before and after the trans­action; that the Conveying Subsidiaries did not receive value reasonably equivalent to the $403 million of obligations they in­curred; and that the Transeastern Lend­ers were entities for whose benefit the Conveying Subsidiaries granted liens to the New Lenders.

The bankruptcy court credited expert opinion testimony that the Conveying Sub­sidiaries were insolvent both before and after the transaction of July 31, 2007. Ex­perts in real estate value, public account­ing, and insolvency examined the financial records of TOUSA and the Conveying Subsidiaries and concluded that the liabili­ties of each of the Conveying Subsidiaries exceeded the fair value of their assets before the transaction. The bankruptcy court found that the Conveying Subsidiar­ies became even more deeply insolvent after incurring additional debt through the transaction. The bankruptcy court also credited expert opinion testimony that, af­ter the transaction, the Conveying Subsid­iaries had unreasonably small capital and were unable to pay their debts as they came due.

The bankruptcy court then assessed whether the Conveying Subsidiaries re­ceived reasonably equivalent value from the transaction. The bankruptcy court first noted that “value” is defined in sec­tion 548 as being “property” or “satisfae­tion or securing of a present or antecedent debt of the debtor.” 11 U.S.C. § 548(a)(l)(B)(i), (d)(2)(A). The bankrupt­cy court determined that “the Conveying Subsidiaries could not receive ‘property’ unless they obtained some kind of enforce­able entitlement to some tangible or intan­gible article.” In re TOUSA, 422 B.R. at 868 n. 55. Under this definition of “value,” the bankruptcy court found that, because the Conveying Subsidiaries did not receive any property, they did not receive reason­ably equivalent value.

The bankruptcy court also issued alter­native findings in which it assessed the value the Conveying Subsidiaries received under the broadest definition of “value” proposed by the Transeastern Lenders and New Lenders. The bankruptcy court found that, even if all the benefits high­lighted by the Transeastern Lenders and New Lenders were legally cognizable, their value “considered ... as a whole, ... f[e]ll[ ] well short of ‘reasonably equivalent’ value.” Id. at 869. The bankruptcy court determined the value the Conveying Sub­sidiaries lost in the transaction and com­pared that value with the value of the benefits they received. The bankruptcy court determined that the tax benefits, property, and services that the Transeast­ern Lenders and New Lenders proffered did not provide reasonably equivalent val­ue to the Conveying Subsidiaries. The bankruptcy court also found that the transaction could not have provided sub­stantial value predicated on the opportuni­ty to avoid bankruptcy because the filing of bankruptcy became “inevitable.” Id. at 846. The bankruptcy court credited the expert opinion testimony of an accountant who had calculated that the Conveying Subsidiaries had incurred $403 million of obligations when they granted liens to help secure $500 million of loans from the New Lenders.

The bankruptcy court found that the alleged benefits of the transaction were insubstantial. The Transeastern Lenders and New Lenders alleged that one of the Conveying Subsidiaries received control of property from the Transeastern venture, but the bankruptcy court found that the property was worth only $28 million and was burdened with $32 million in liabilities in accounts payable and customer deposits. The bankruptcy court refused to credit the property as value. The bankruptcy court also rejected the argument of the Tran­seastern Lenders and New Lenders that the Conveying Subsidiaries received valu­able tax benefits from the transaction. The Transeastern Lenders and New Lend­ers argued that losses on the Transeastern venture could reduce past and future tax liability, but the bankruptcy court found that the Conveying Subsidiaries received no benefits because the benefits would ac­crue to TOUSA, not the Conveying Sub­sidiaries, and all of the substantial loss-­generating events that ostensibly arose from the transaction would have accrued without the transaction. The Transeast­ern Lenders and New Lenders argued that the Transeastern litigation had nega­tive effects on the day-to-day business op­erations of the Conveying Subsidiaries and that the July 31 transaction conferred an indirect benefit on the Conveying Subsid­iaries by eliminating those effects, but the bankruptcy court found that those argu­ments were unsupported by the evidence. The bankruptcy court also found that the purported benefits of continued access to TOUSA corporate services, such as pur­chasing and payroll administration, were not received by the Conveying Subsidiaries in exchange for their liens because the Conveying Subsidiaries enjoyed all of these benefits before the transaction and continued to enjoy the corporate services even after TOUSA filed for bankruptcy. The bankruptcy court rejected the argu­ments of the Transeastern Lenders and New Lenders that the Conveying Subsid­iaries obtained value because the transac­tion allowed the Conveying Subsidiaries access to an enhanced revolving credit fa­cility. The Transeastern Lenders and New Lenders asserted that, when TOUSA acquired assets from the Transeastern Joint Venture, the borrowing limit on the revolving loan increased, but the bankrupt­cy court found that there was no evidence that the Conveying Subsidiaries had any need for a higher borrowing limit on the revolving loan.

The bankruptcy court found that an ear­lier bankruptcy for TOUSA would not have seriously harmed the Conveying Sub­sidiaries. Two experts testified that a TOUSA bankruptcy would not necessarily have caused the Conveying Subsidiaries to declare bankruptcy because they held 95 percent of the assets of the TOUSA enter­prise, which they could have used to obtain new financing. The bankruptcy court credited this testimony and found that Conveying Subsidiaries would not have been forced into bankruptcy by a TOUSA bankruptcy. The bankruptcy court also found that the Conveying Subsidiaries could have operated as independent enti­ties without the services provided by TOU-­SA.

The bankruptcy court found that “even assuming that all of the TOUSA entities would have spiraled immediately into bankruptcy without the July 81 Transac­tion, the Transaction was still the more harmful option.” Id. at 847. The bank­ruptcy court found that bankruptcy for the Conveying Subsidiaries was “inevitable” if TOUSA executed the transaction, id. at 846, so the transaction could not have con­ferred value by giving the Conveying Sub­sidiaries an opportunity to avoid bankrupt­cy. The bankruptcy court found that the management and controlling shareholders at TOUSA decided to risk hundreds of millions of dollars of their creditors’ money despite the impending disaster the compa­ny faced.

These findings by the bankruptcy court were supported by public data and internal analyses and communications from TOU-­SA insiders that showed that the transac­tion would almost certainly fail to keep TOUSA and the Conveying Subsidiaries out of bankruptcy. By the end of 2006, it was clear that TOUSA was liable to the Transeastern Lenders for defaults on the joint venture, but the extent of that liabili­ty and whether TOUSA could pay back its creditors and, if so, how quickly, were still in doubt. Internal documents revealed that TOUSA insiders realized that the lia­bility of the company to the Transeastern Lenders could force TOUSA into bank­ruptcy. Lehman Brothers prepared a bankruptcy waterfall analysis for TOUSA in February 2007. David Kaplan, a senior financial advisor to the CEO of TOUSA, suggested in early 2007 that the company needed a Chief Restructuring Officer. On April 15, 2007, Larry Young, an advisor to TOUSA from AlixPartners LLP, wrote to Stephen Wagman, the CFO of TOUSA, “[W]hy rush to restructure in a down mar­ket with a bad set of terms just to file in 3 months. If we need to file due to the lenders/shareholder issues, then lets [sic] do it now and save ourselves about $50 million in transaction cost!” Wagman agreed with the assessment. On May 1, 2007, Kaplan sent Tony Mon, the CEO of TOUSA, a financial analysis of TOUSA that acknowledged the declining housing markets and stated, “[Although we can agree to pay Creditors in full and with interest if payments are postponed, we cannot afford to pay them cash up front.”

Mon and Wagman both argued that TOUSA should pay part of the settlement with an infusion of equity to avoid taking on more debt. Both were concerned that increased debt from the settlement could severely constrain the company. Notes on a Mon’s draft presentation to the Board warned, “[W]e must build in the capacity in this model so that when the market does turn, we have access to capital to build/sell product. If we can’t do this, we are toast.” In April of 2007, Mon sent information to a financial advisor of the controlling share­holders stating that the settlement would leave TOUSA with excessive debt; that post-settlement TOUSA would have limit­ed access to the capital it would need to grow its business; and that the ability of TOUSA to escape from under its debt could be inhibited by significant risks in­cluding further deterioration in the hous­ing market, falling land and home values, and further weakening in credit markets. Wagman likewise urged the controlling shareholders to consider a settlement that would include little or no new debt for TOUSA.

Despite the obvious risks posed by tak­ing on more debt during a housing market decline, the controlling shareholders of TOUSA, the Stengos family, opposed any settlement deal that diluted their equity position. They directed Mon to terminate discussions with potential investors until new financing and the Transeastern settle­ment closed. Due to constraints imposed by the Stengos family, TOUSA decided to fund the settlement solely with new debt. The deal would make TOUSA the most highly-leveraged company in the industry.

In the months preceding the July 31 closing of the transaction, public and pri­vate assessments made clear that the fi­nancial position of TOUSA was moving, as one securities analyst wrote, “from bad to worse.” Investors recognized the dire straits that TOUSA faced, as evidenced by the drop in TOUSA stock prices from a high of $23 per share in 2006 to just $4 per share by April 2007. TOUSA bonds trad­ed at discounts of 30 to 40 percent of face value in May 2007. After TOUSA pre­sented the proposed July 31 transaction to ratings agencies, its corporate credit rat­ing dropped.

In the same period, the national housing market was fast approaching collapse. On May 29, 2007, Mon and other TOUSA ex­ecutives received a report that Standard and Poor’s had downgraded the bond rat­ings on several major homebuilders from stable to negative. On June 6, 2007, TOU-­SA executives received a report that the National Association of Realtors was pre­dicting that prices of new homes would fall 2.3 percent, and prices of existing homes would fall 1.3 percent. Mon forwarded the report to the Board and noted, “FYI, this represents [] the first time in 40 years that the U.S. median home prices have declined.”

TOUSA management recognized the im­plications of this financial news for the proposed settlement. In an email to him­self on May 25, 2007, Wagman noted that the outlook of the rating agencies for the homebuilding industry was “grim and get­ting grimmer,” with downward pressure on prices and margins. He expressed his concerns about the precarious financial po­sition of TOUSA and the proposed settle­ment in especially colorful language that would prove prophetic: “As CFO, and in light of all of this market uncertainty, I have absolutely no desire to fly this plane too close to the ground, achieve some from [sic] of consensual settlement today and crash within the upcoming year. That would be a elusterfuck.” In an email to the Board on June 14, 2007, Mon stated that the company had not anticipated the degree to which problems in the subprime mortgage segments were spreading to less risky mortgage segments. Mortgage lend­ers began to implement more restrictive underwriting practices for residential mortgage loan applications, demand higher interest rates, and revoke commitments to homebuyers. These developments, Mon observed, “could have a cascading effect down the line.” Mon told the Board, “this housing correction is far from over.” At the Board meeting on June 20, 2007, at which the Board approved the July 31 transaction, Mon informed the Board that the U.S. housing market was at its lowest point since 1991.

On June 22, 2007, Mon sent the Stengos family’s financial advisor a memo entitled “Strategic Alternatives,” which began by acknowledging that “[t]he TE settlement leaves TOUSA in a very difficult position.” Post-transaction TOUSA would be “[ojver­leveraged,” “[wjithout access to the capital markets,” “[i]n the middle of a serious housing correction,” “[fjorced to reduce as­sets at the ‘wrong time,’ ” “[i]n need of a significant equity infusion,” and “[ujnable to survive should housing conditions de­grade further or the housing correction lengthen appreciably.” Mon’s memoran­dum predicted that a “Stay the Course” strategy — even when coupled with the company’s de-leveraging plan — would leave TOUSA unable to service its $1 bil­lion of bond debt, at a “competitive disad­vantage,” with “[c]apital [constraints” that would allow “[b]arely enough ‘oxygen’ to survive,” “[ljittle room for error; increased risk of crashing and burning,” “[ljimited ability to re-invest in the business,” and “[ajlways on the brink of default.” The “[e]nd [rjesult” of the strategy, Mon ac­knowledged, would be “[ijncreased risk of failure and inability to withstand worsen­ing business conditions.”

The bankruptcy court found that Mon reached these dire conclusions before the June 20 Board meeting at which the trans­action was approved. Mon exchanged a substantially identical version of the memo with Tommy McAden, then an executive vice president of TOUSA and President of the Transeastern Joint Venture, as early as June 17, 2007. The bankruptcy court found that “[a] more complete and pres­cient prediction (that the effect of the Transeastern transaction would be to leave TOUSA with unreasonably small capital) would be hard to imagine.” In re TOUSA, 422 B.R. at 795.

In the six weeks between Mon’s assess­ment that the transaction would leave TOUSA “[ujnable to survive should hous­ing conditions degrade further” and the closing of the July 31 transaction, housing conditions unquestionably degraded fur­ther. On June 27, 2007, Mon advised the Board that Lennar, a national home build­er based in Miami, reported a “very ugly quarter” with “more ugliness to come” as “housing markets ... continued to deterio­rate.” Mon testified that “throughout the summer we continued to see a downward slope in the housing market.” On July 9, 2007, Mon sent the Board copies of articles from Barron’s and The Wall Street Jour­nal that Mon described as providing “un­relenting negative news on housing.” Bar­ron’s foresaw that home sales volume would decline another 20 to 25 percent. The Wall Street Journal reported that de­clining home prices would increase impair­ments for homebuilders and decrease their book values “for the foreseeable future.” By late July 2007, McAden described the Florida homebuilding market as having gone from the “hottest market” to being “at the bottom,” with the worst yet to come for Southwest Florida.

Financial reports from TOUSA revealed the effects the housing downturn was hav­ing on the company. TOUSA sales in the first quarter of 2007 plunged more than 16 percent from the comparable quarter the previous year, the number of homes in development fell more than 20 percent, and its profit margin declined. The crash continued in the second quarter. On July 12, 2007, TOUSA notified investors that its deliveries and sales dropped 15 percent, homes under construction fell 29 percent year over year, the cancellation rate on sale contracts rose to 38 percent, and prof­it margins continued to fall. Internal fi­nancial reporting showed similar declines from the prior year.

Numerous analysts, ratings agencies, and market participants recognized that TOUSA was deeply troubled. On May 16, Debtwire reported that TOUSA bondhold­ers had warned that the company would be entering the “zone of insolvency” if it took on new debt to settle with the Transeast­ern Lenders, and that some creditors of TOUSA “believe[d] that the proposed set­tlement could force the company into an eventual bankruptcy.” In July 2007, rat­ings agencies Moody’s and Standard & Poor’s both downgraded their ratings of TOUSA bonds in contemplation of the July 31 transaction, concluding that TOUSA was “not likely” to be able to meet its financial obligations. By July 31, 2007, unsecured TOUSA bonds were selling at discounts as low as $0.45 on the dollar.

The bankruptcy court also found that the syndication process for the new loans in the transaction reflected the perilous position of TOUSA. As the housing sector and TOUSA continued their decline, the syndication market for the new loans be­came “[m]ore challenging,” and the cost of the transaction loans to TOUSA increased. At least as early as July 24, lenders were dropping out of the deal. One of the lead bankers on the deal for Citicorp, Svetoslav Nikov, informed his colleagues that they were losing syndicate participants, and “[t]hings were looking ugly out there.” Marni McManus, the Citicorp engagement leader, described leaving “panicky” mes­sages about the deal as the market got worse. In a July 24 email to TOUSA management, McManus urged TOUSA to be prepared to close the loan deals soon because “the [market] has completely dried up,” and “[t]he market is going from horrendous to worse.” Nearly half of the prospective lenders for the First Lien Term Loan dropped out of the deal in the four days preceding July 31. Citicorp had to provide significant pricing incentives for the lenders, which raised borrowing costs for TOUSA. The final group of New Lenders included some firms that were lenders on the Transeastern debt that the new loans paid off. Through the transac­tion, these lenders essentially converted their unsecured loans to the Transeastern Joint Venture into secured loans to TOU-­SA and the Conveying Subsidiaries.

The bankruptcy court avoided the trans­fer as fraudulent under section 548 and held that the Transeastern Lenders were “entities for whose benefit” the liens were transferred. See 11 U.S.C. § 550(a)(1). The bankruptcy court held that, under controlling precedent and the plain lan­guage of section 550(a)(1), the “Transeast­ern Lenders directly received the benefit of the Transaction and the Transaction was undertaken with the unambiguous in­tent that they would do so.” In re TOU-­SA, 422 B.R. at 870. The bankruptcy court avoided the liens on the assets of the Conveying Subsidiaries and ordered the Transeastern Lenders to disgorge $403 million and prejudgment interest for the period between July 31, 2007, and October 13, 2009. From the disgorged funds, the court awarded the Committee damages to cover the transaction costs related to the consummation of the July 31 transaction; the costs the debtors and the Committee incurred in the prosecution of the adver­sary proceeding, including fees and ex­penses paid to attorneys, advisors, and experts; and the diminution in the value of the liens between July 31, 2007, and Octo­ber 13, 2009. The bankruptcy court held that the Committee was entitled to the diminution in the value of the liens because “if the court limits the Trustees to recov­ery of the property itself, and if the prop­erty has declined in value, the estate mil have lost the opportunity to dispose of the property prior to its depreciation.” Id. at 888 (quoting Feltman v. Warmus (In re Am. Way Serv. Corp.), 229 B.R. 496, 532 (Bankr.S.D.Fla.1999)). The bankruptcy court ordered that the remaining funds be distributed to the First and Second Lien Lenders. Because the settlement the Transeastern Lenders had reached with TOUSA had been undone, the bankruptcy court restored the unsecured claims of the Transeastern Lenders against TOUSA and its partner in the joint venture.

C. District Court Proceedings

The Transeastern Lenders and the First and Second Lien Lenders appealed, and their cases were assigned to three sepa­rate district court judges. After a series of transfers, five appeals by the Transeast­ern Lenders were assigned to one judge and four appeals by the New Lenders were assigned to another judge. This ap­peal arises from the five appeals by the Transeastern Lenders.

The district court issued an order quash­ing the bankruptcy court decision as it related to the liability of the Transeastern Lenders. 3V Capital Master Fund Ltd. v. Official Comm. of Unsecured Creditors of TOUSA, Inc., 444 B.R. 613, 680 (S.D.Fla.­2011). The district court held that, as a matter of law, the bankruptcy court had too narrowly defined “value.” The district court cited a Third Circuit decision that held that “[t]he mere ‘opportunity’ to re­ceive an economic benefit in the future constitutes ‘value’ under the Code.” Mel­lon Bank, N.A. v. Official Committee of Unsecured Creditors of R.M.L., Inc. (In re R.M.L., Inc.), 92 F.3d 139, 148 (3d Cir.­1996). The district court also relied on a decision of the Eighth Circuit that ex­plained that the correct way to determine “value” was not to define it “only in terms of tangible property or marketable finan­cial value,” but instead to “examine[] all aspects of the transaction and carefully measure[] the value of all benefits and burdens to the debtor, direct or indirect, including ‘indirect economic benefits.’ ” United States v. Crystal Evangelical Free Church (In re Young), 82 F.3d 1407, 1415 (8th Cir.1996) (internal quotation marks omitted) vacated on other grounds, 521 U.S. 1114, 117 S.Ct. 2502, 138 L.Ed.2d 1007 (1997). The district court also cited a decision by our Court that stated that Section 548(a) “does not authorize voiding a transfer which ‘confers an economic ben­efit upon the debtor,’ either directly or indirectly.” GE Credit Corp. v. Murphy (In re Rodriguez), 895 F.2d 725, 727 (11th Cir.1990) (citing Rubin v. Mfr. Hanover Trust Co., 661 F.2d 979, 991 (2d Cir.1981)); see also 5 Collier On Bankruptcy ¶ 548.05, at 548-67 (Alan N. Resnick & Henry J. Sommer eds., 16th ed. 2006) (“The nature of the value that is received need not be a tangible, direct economic benefit. An indi­rect economic benefit can suffice, so long as it is ‘fairly concrete.’”). The district court concluded that indirect benefits, in­cluding the opportunity to avoid bankrupt­cy, could constitute “value” under section 548(a).

The district court then determined that the bankruptcy court clearly erred when it found that the Conveying Subsidiaries had not received reasonably equivalent value from the transaction. The district court found that the transaction gave the Con­veying Subsidiaries the opportunity to avoid bankruptcy, continue as going con­cerns, and make further payments to their creditors. The district court found that these benefits did not need to be quanti­fied to establish reasonably equivalent val­ue. “Inherently, these benefits have im­mense economic value that ensure the debtor’s net worth has been preserved, and, based on the entirety of this record, were not disproportionate between what was given up and what was received.” In re TOUSA, 444 B.R. at 666.

The district court also held that the Transeastern Lenders could not, as a mat­ter of law, be liable as “entities for whose benefit” the transfers were made because they did not benefit from the transfer of the liens to the New Lenders within the meaning of section 550(a)(1). The district court held that the Transeastern Lenders were subsequent transferees of the pro­ceeds backed by the liens, not immediate beneficiaries of the transfer of the liens, and that subsequent transferees are not covered by section 550(a)(1). See id. at 674.

Finally, the district court held that re­mand was unnecessary because “the rec­ord allows only one resolution of the factu­al issues at stake,” id. at 680, and because the Transeastern Lenders made “compel­ling arguments” regarding the ability of the bankruptcy court “to approach the De­fendant’s evidence and arguments fairly.” Id. at 679 n. 65. The district court quashed the order of the bankruptcy court and declared all the proceedings regarding the Transeastern Lenders closed.

Because the district court ruled on is­sues that were central to the separate appeals of the New Lenders, the district court allowed the New Lenders to inter­vene in this appeal, and the district court stayed the appeals of the New Lenders pending disposition of this appeal.

II. STANDARDS OF REVIEW

As the second court to review the judgment of the bankruptcy court, we re­view the order of the bankruptcy court independently of the district court. West-­gate Vacation Villas, Ltd. v. Tabas (In re Int’l Pharmacy & Disc. II, Inc.), 443 F.3d 767, 770 (11th Cir.2005). We review deter­minations of law made by either court de novo. Id. We review the findings of fact of the bankruptcy court for clear error. Id. The factual findings of the bankruptcy court are not clearly erroneous unless, in the light of all the evidence, “we are left with the definite and firm conviction that a mistake has been made.” Id. “Neither the district court nor this Court is author­ized to make independent factual findings; that is the function of the bankruptcy court.” Equitable Life Assurance Soc’y v. Sublett (In re Sublett), 895 F.2d 1381, 1384 (11th Cir.1990). We review equitable de­terminations of the bankruptcy court for abuse of discretion. Bakst v. Wetzel (In re Kingsley), 518 F.3d 874, 877 (11th Cir.­2008).

III. DISCUSSION

We divide our discussion into three parts. We first explain that the bankrupts cy court did not clearly err when it found that the Conveying Subsidiaries did not receive reasonably equivalent value in ex­change for their liens. We then explain that the bankruptcy court did not err when it found that the Transeastern Lenders were entities for whose benefit the liens were transferred. Finally, we explain why we will not consider, in the first instance, challenges to the remedies imposed by the bankruptcy court or issues of judicial as­signment or consolidation of proceedings.

A. The Bankruptcy Court Did Not Clear­ly Err When It Found That the Con­veying Subsidiaries Did Not Receive Reasonably Equivalent Value in Ex­change for the Liens They Trans­ferred to the New Lenders.

The Committee argues that the bank­ruptcy court did not clearly err when it found that the conveyance of the liens by the Conveying Subsidiaries to the New Lenders was a fraudulent transfer. Sec­tion 548(a)(1)(B) of the Bankruptcy Code provides for the avoidance of “any transfer ... of an interest of the debtor in proper­ty, or any obligation ... incurred by the debtor, that was made or incurred ... within two years before the date of the filing” of the bankruptcy petition, if the debtor “received less than reasonably equivalent value in exchange for” the transfer or obligation, and the debtor (1) “was insolvent on the date such transfer was made or such obligation was incurred, or became insolvent as a result of such transfer or obligation;” (2) “was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the debtor was an unreasonably small capital;” or (3) “intended to incur, or believed that the debtor would incur, debts that would be beyond the debtor’s ability to pay as such debts matured.” 11 U.S.C. § 548(a)(1)(B). The parties do not dis­pute, in this appeal, that the Conveying Subsidiaries were either insolvent, had un­reasonably small capital, or were unable to pay their debts when the liens were con­veyed. Their dispute concerns whether the Conveying Subsidiaries received less than reasonably equivalent value. “The purpose of voiding transfers unsupported by ‘reasonably equivalent value’ is to pro­tect creditors against the depletion of a bankrupt’s estate.” In re Rodriguez, 895 F.2d at 727.

The bankruptcy court endorsed a definition of “value” that the district court rejected as too narrow and potentially “in­hibitory of contemporary financing prac­tices,” In re TOUSA, 444 B.R. at 659, but we need not adopt the definition of either court. We decline to decide whether the possible avoidance of bankruptcy can con­fer “value” because the bankruptcy court found that, even if all the purported bene­fits of the transaction were legally cogniza­ble, they did not confer reasonably equiva­lent value. See In re TOUSA, 422 B.R. at 869. Because these findings are not clear­ly erroneous, they settle this matter.

The bankruptcy court was entitled to find that the benefits of the transaction were not reasonably equivalent in value to what the Conveying Subsidiaries surren­dered. “It has long been established that ‘[wjhether fair consideration has been giv­en for a transfer is “largely a question of fact, as to which considerable latitude must be allowed to the trier of the facts.” ’ ” Nordberg v. Arab Banking Corp. (In re Chase & Sanborn Corp.), 904 F.2d 588, 593 (11th Cir.1990) (quoting Mayo v. Pioneer Bank & Trust Co., 270 F.2d 823, 829-30 (5th Cir.1959) (Wisdom, J.)). The record supports the finding by the bankruptcy court that, for the Conveying Subsidiaries, the almost certain costs of the transaction of July 31 far outweighed any perceived benefits.

The Transeastern Lenders and New Lenders argue that the transaction of July 31 allowed the Conveying Subsidiaries to escape the “existential threat” of the likely bankruptcy that would ensue and that this chance to avoid bankruptcy was a benefit reasonably equivalent in value to the obli­gations the Conveying Subsidiaries in­curred, but we are unpersuaded that the record compels that finding. “A corpora­tion is not a biological entity for which it can be presumed that any act which ex­tends its existence is beneficial to it.” Bloor v. Dansker (In re Investors Fund­ing Corp. of New York Sec. Litig.), 523 F.Supp. 533, 541 (S.D.N.Y.1980). In other words, not every transfer that decreases the odds of bankruptcy for a corporation can be justified. The bankruptcy court considered the potential benefits of the transaction and found that they were no­where close to its expected costs. In the light of all the evidence, we are not “left with the definite and firm conviction that” the bankruptcy court clearly erred. In re Int’l Pharmacy & Disc. II, Inc., 443 F.3d at 770.

The Transeastern Lenders and New Lenders argue that the record establishes that an adverse judgment in the Tran­seastern litigation would have caused TOUSA to file for bankruptcy, the revolv­ing financing for the Conveying Subsidiar­ies to disappear, and the Conveying Sub­sidiaries to become liable for immediate payment of more than $1.3 billion to the revolving loan lenders and TOUSA bond­holders. They contend that the bankrupt­cy court clearly erred when it found that the Conveying Subsidiaries could have sur­vived a TOUSA bankruptcy. They argue that the bankruptcy court found that the Conveying Subsidiaries were insolvent be­fore the transaction, and they argue that it is unlikely that the insolvent Conveying Subsidiaries could have obtained new fi­nancing. They also argue that the ab­sence of standalone financial statements was a “clear obstacle” to new financing. They highlight that one of the experts for the Committee described the intercompa­ny payables and receivables for TOUSA and the Conveying Subsidiaries as a “huge pile of tangled spaghetti.” The Transeast­ern Lenders and New Lenders assert that it would have taken months, if not years, to sort through the mound of records, which proves that the Conveying Subsid­iaries had no chance to receive standalone financing.

The bankruptcy court found this evi­dence to be irrelevant because, “even as­suming that all of the TOUSA entities would have spiraled immediately into bankruptcy without the July 31 Transac­tion, the Transaction was still the more harmful option.” In re TOUSA, 422 B.R. at 847. “[A]t most it delayed the inevit­able.” Id. at 846. The bankruptcy court found that the benefits to the Conveying Subsidiaries were not close to being rea­sonably equivalent in value to the $403 million of obligations that they incurred. The Transeastern Lenders and New Lend­ers attack this finding as “hindsight rea­soning ... at its most extreme,” but the bankruptcy court based its extensive find­ings on a thorough review of public knowl­edge available before July 31, 2007; expert analysis of data available before July 31, 2007; and statements by TOUSA insiders made before July 31, 2007.

The Transeastern Lenders and New Lenders argue that the finding of an “inev­itable” bankruptcy is against the weight of the evidence, but the only evidence they cite, in contrast with the thorough findings of the bankruptcy court, are the opinions of a TOUSA advisor that the company would remain viable after the transaction and statements from Tony Mon about a comprehensive strategy to shrink TOUSA after the transaction, shore up its finances, and rebuild the company. The Transeast­ern Lenders and New Lenders contend that the projections of TOUSA look unrea­sonable now only because weeks after the transaction, “a tragic global financial crisis of unprecedented proportions” began. They assert that the unexpected downturn was described by Alan Greenspan as “a once in a century credit tsunami” and by Warren Buffett as an “economic Pearl Harbor.” The Transeastern Lenders and New Lenders argue that they cannot be held liable for failing to foresee the unfore­seeable, that their actions were reasonable, and that the bankruptcy court clearly should have found that the transaction was a reasonable risk for the Conveying Sub­sidiaries to take.

The record supports a determination that the bankruptcy of TOUSA was far more like a slow-moving category 5 hurri­cane than an unforseen tsunami. The bankruptcy court considered the evidence from outside advisors to TOUSA and found much of it suspect or based on faulty premises. The bankruptcy court consid­ered and discounted Mon’s deleveraging strategy for TOUSA in the light of the dire predictions he and other insiders made regarding the effects the transaction would have on TOUSA. And the bankruptcy court found that, even though Alan Green­span and Warren Buffet could not foresee the general economic downturn that began in earnest in August 2007, numerous exter­nal observers and insiders at TOUSA rec­ognized that the relevant housing markets for TOUSA had begun their free fall be­fore the July 81 transaction. In contrast with the surprise attack at Pearl Harbor, the warnings about the collapse of TOUSA made that event as foreseeable as the bombing of Nagasaki after President Tru­man’s ultimatum.

The opportunity to avoid bankruptcy does not free a company to pay any price or bear any burden. After all, “there is no reason to treat bankruptcy as a bogeyman, as a fate worse than death.” Olympia Equip. Leasing Co. v. W. Union Tel. Co., 786 F.2d 794, 802 (7th Cir.1986) (Easter-­brook, J., concurring). The bankruptcy court correctly asked, “based on the cir­cumstances that existed at the time the investment was contemplated, whether there was any chance that the investment would generate a positive return.” See In re R.M.L., Inc., 92 F.3d at 152 (3rd Cir.­1996). And the record supports the nega­tive answer found by the bankruptcy court.

B. The Bankruptcy Court Did Not Err When It Ruled That the Committee Could Recover from the Transeastem Lenders under Section 550(a)(1).

If a transfer is avoided under sec­tion 548 or one of several other provisions of the Bankruptcy Code, section 550(a)(1) allows the recovery of the property trans­ferred or its value from the initial transfer­ee or from an “entity for whose benefit such transfer was made.” 11 U.S.C. § 550(a)(1). Although the liens of the Conveying Subsidiaries were transferred to secure loans to pay the Transeastern Lenders, the Transeastern Lenders argue that they are not covered by section 550 because they were subsequent transferees, not entities that benefitted from the initial transfer. Their argument is contradicted by the loan agreements, which required that the proceeds of the loans secured by the liens be transferred to the Transeast­ern Lenders. Under the plain language of section 550(a)(1) and the precedent of our Court, the Transeastern Lenders are enti­ties for whose benefit the Conveying Sub­sidiaries transferred their liens.

To be sure, we have stated that “the paradigm case of a benefit under § 550(a) is the benefit to a guarantor by the pay­ment of the underlying debt of the debt- or.” Reily v. Kapila (In re Int’l Mgmt. Assoc.), 399 F.3d 1288, 1292 (11th Cir.­2005). The guarantor receives an immedi­ate benefit when the debtor pays back a creditor, which reduces the liability of the guarantor. Although this relationship may be the paradigmatic case, it is not the only circumstance that can give rise to “for whose benefit” liability.

We have also held that a creditor simi­larly situated to the Transeastern Lenders can be liable as an entity for whose benefit a transfer was made. In American Bank of Martin County v. Leasing Service Corp. (In re Air Conditioning, Inc. of Stuart), 845 F.2d 293 (11th Cir.1988), we ruled that section 550(a)(1) allowed the trustee to re­cover the value of a $20,000 certificate of deposit from the creditor of a company that had transferred a security interest in the certificate of deposit to a bank, which had transferred a $20,000 letter of credit to the creditor. Id. at 299. The company in Air Conditioning owed its creditor $20,000. Id. at 295. When the company began falling behind on payments, the par­ties worked out a deal to keep the compa­ny in business. Id. As part of the deal, the company issued a $20,000 promissory note to a bank secured by a $20,000 certifi­cate of deposit. Id. The bank, in turn, executed a $20,000 letter of credit to the creditor. Id. After the company entered bankruptcy, we ruled that the transfer of the security interest in the certifícate of deposit to the bank constituted an avoid­able preference under section 547(b) be­cause it was a transfer of property of the debtor to a creditor within 90 days of filing for bankruptcy that provided more value to the creditor than it would have received under chapter 7 of the Bankruptcy Code. Id. at 296-97; see also 11 U.S.C. § 547(b). We then ruled that the bankruptcy trustee could recover the value of the certificate of deposit from the creditor because the com­pany granted the security interest to the bank for the benefit of the creditor. Id. at 299. We explained that the text of section 550(a)(1) allows the trustee to recover from a creditor when it was an entity for whose benefit the transfer of the certifi­cate of deposit was made. Id.

Our decision in Air Conditioning con­trols this appeal. In Air Conditioning, the debtor transferred a lien to a lender who transferred funds to a creditor. The transfer of the lien was avoided and, under section 550(a)(1), the creditor was an entity for whose benefit the transfer was made. In the same way, the Conveying Subsidiar­ies transferred liens to the New Lenders, who transferred funds to creditors, the Transeastern Lenders. The bankruptcy court avoided the transfer of the liens and, under section 550(a)(1), the Transeastern Lenders were entities for whose benefit the transfer was made.

The Transeastern Lenders at­tempt to distinguish their appeal from Air Conditioning in two ways, but their argu­ments ignore the material similarities be­tween the preference in that decision and the fraudulent transfer at issue in this appeal. First, the Transeastern Lenders contend that Air Conditioning involved a preference under section 547 instead of a fraudulent transfer under 548, but “[t]he theory under which a transfer has been avoided is irrelevant to the liability of the transferee against whom the trustee seeks to recover [under section 550].” Danning v. Miller, 922 F.2d 544, 546 n. 2 (9th Cir.1991). Second, the Transeastern Lenders argue that section 550(a)(1) ap­plied in Air Conditioning because a letter of credit was involved, but the Transeast­ern Lenders cannot provide a principled basis for limiting section 550(a)(1) to factu­al scenarios that involve letters of credit.

The Transeastern Lenders also contend that they cannot be liable under section 550(a)(1) because they benefitted from a subsequent transfer of funds from TOUSA, not from the initial transfer of the liens, but the record contradicts their as­sertion. The new loan agreements re­quired that the loan proceeds be used to pay the Transeastern settlement, and the Transeastern settlement expressly de­pended on the new loans. When the liens were transferred to the New Lenders, the proceeds of the loans went to the Tran­seastern Lenders. The Transeastern Lenders assert that the funds passed from the New Lenders to a wholly-owned sub­sidiary of TOUSA before the funds were paid to the Transeastern Lenders, but the subsidiary that wired the money to the Transeastern Lenders did not have control over the funds. The loan documents re­quired the subsidiary to wire the funds to the Transeastern Lenders immediately. Although the funds technically passed through the TOUSA subsidiary, this for­mality did not make the Transeastern Lenders subsequent transferees of the funds because TOUSA never had control over the funds. See Nordberg v. Societe Generate (In re Chase & Sanborn Corp.), 848 F.2d 1196, 1199 (11th Cir.1988) (stat­ing that courts must apply a “very flexible, pragmatic” test that “look[s] beyond the particular transfers in question to the en­tire circumstance of the transactions” when deciding whether debtors had con­trolled property later sought by their trus­tees); Bonded Fin. Servs., Inc. v. Europe­an American Bank, 838 F.2d 890, 893 (7th Cir.1988) (holding that a bank was not an initial transferee because it held funds “only for the purpose of fulfilling an in­struction to make the funds available to someone else”).

The Transeastern Lenders warn that our reading of section 550(a) would drasti­cally expand the potential pool of entities that could be liable for any transaction, but these concerns are unsubstantiated. The Transeastern Lenders offer examples of a parent company taking out a loan secured by its subsidiaries with the specific intent of paying a contractor to build a building for the parent company or paying the dry cleaning bill of the parent company. The Transeastern Lenders caution that the contractor or dry cleaner could be forced to return their payments if the loan secur­ing the money involved a fraudulent trans­fer, which would impose “extraordinary” duties of due diligence on the part of credi­tors accepting repayment. But every creditor must exercise some diligence when receiving payment from a struggling debtor. It is far from a drastic obligation to expect some diligence from a creditor when it is being repaid hundreds of mil­lions of dollars by someone other than its debtor.

C. We Remand for the District Court To Consider First the Remedies Imposed by the Bankruptcy Court and Matters of Assignment and Consolidation.

The parties’ remaining arguments per­tain to issues that are not ripe for our review. The Transeastern Lenders ask that we vacate the remedies ordered by the bankruptcy court, and both parties ask that we wade into matters of judicial as­signment and consolidation on remand. These issues must be resolved first by the district court.

The Transeastern Lenders challenge the remedies imposed by the bankruptcy court, but we will not address an issue that the district court has not yet considered. See e.g., Dzikowski v. N. Trust Bank of Fla., N.A. (In re Prudential of Fla. Leasing, Inc.), 478 F.3d 1291, 1303 (11th Cir.2007) (“When the district court does not address an issue [it dismissed as moot], the proper course of action often is to vacate the order of the district court and remand.”). The district court, on re­mand, should review, in the first instance, the remedies ordered by the bankruptcy court. We express no opinion on that subject.

The parties’ requests about judi­cial assignment and consolidation of pro­ceedings are also misdirected. The Com­mittee urges us to remand this case to a different district judge; and the Tran­seastern Lenders and New Lenders argue that, if the case needs to be heard again by the bankruptcy court, we should instruct the district court to remand the case to a different bankruptcy judge. Both sides complain that the judge who issued a deci­sion unfavorable to their interests is bi­ased, but neither side has established that “the original judge would have difficulty putting his previous views and findings aside.” CSX Transp., Inc. v. State Bd. of Equalization, 521 F.3d 1300, 1301 (11th Cir.2008). The Committee also argues that the remaining remedial issues are in­tertwined with remedial issues from a re­lated appeal before a different district judge and that consolidation of proceed­ings would promote judicial economy. We leave these matters of future judicial ad­ministration and management for the dis­trict court to address first.

IV. CONCLUSION

We REVERSE the order of the district court, AFFIRM the liability findings of the bankruptcy court, and REMAND to the district court for further proceedings consistent with this opinion.

REVERSED AND REMANDED.