Welcome to Scribd. Sign in or start your free trial to enjoy unlimited e-books, audiobooks & documents.Find out more
Download
Standard view
Full view
of .
Look up keyword or section
Like this
1Activity

Table Of Contents

Introduction
Out-of-Court Transactions
A. Initial Responses to Distress
1. Forbearance
2. Waivers and Amendments
B. Next Steps in the Distressed Company Process
2. Sales of Securities by Distressed Companies
(i) Financial Viability Exception
3. Debt Repurchases
(i) Corporate Opportunity Doctrine
(iii) Insider Trading
4. Exchange Offers
5. Foreclosure Sales and Assignments for the Benefit of Creditors
II
Prepackaged and Pre-Negotiated Bankruptcy Plans
A. Prepackaged Plans
1. Generally
2. Requirements
B. Pre-Negotiated Plans
1. Lock-Up Agreements
C. Pre-Negotiated Section 363 Sales
Acquisitions Through Bankruptcy
A. Acquisitions Through a Section 363 Auction
1. Acquisitions Using Section 363 of the Bankruptcy Code
2. Benefits and Risks of Using Section 363
(i) Speed
(ii) Ability to “Cherry Pick” Assets
(i) Public Auction Generally Required
(ii) Potential for Delay
(iii) Transfer Taxes
3. Auctions and Bidding Incentives
(i) Expense Reimbursement
(ii) Break-Up Fees
(iii) Minimum Overbids
(iv) Terms of Sale
4. Other Means of Acquisition
B. Acquisitions Through the Conventional Plan Process
1. Control Over the Restructuring Process—Exclusivity
2. Confirmation Requirements
3. Protections That Can Be Obtained from Confirmation Order
(ii) The Definition of “Issuer”
(i) Large Creditors
(ii) Directors and Officers
(iii) Issuance of Stock by Third Parties
(iv) Rights Offerings
7. Another Chapter 11 Benefit—Antitrust Exemption
(i) In General
(ii) Shopping Center Leases
9. Issues Regarding Lock-Up Agreements
Acquisition and Trading in Claims of Distressed Companies
A. What Claims Should an Investor Seeking Control Buy?
B. What Rights Does the Claim Purchaser Obtain?
1. Assignment or Sale Is Required
4. Recharacterization of Debt as Equity
5. Revolving Debt
C. Acquisition of Claims Confers Standing to Be Heard in a Chapter 11 Case
1. Section 1109(b)
2. Service on the Official Committee of Unsecured Creditors
D. What Enforcement Rights Does the Claim Have?
2. Enforcement Rights of Bank Agent versus Lender
3. Allocation of Enforcement Rights Between Indenture Trustee and Bondholders
4. Intercreditor Agreements and Further Constraints on Creditor Action
6. Risks Accompanying Acquisition of Claims
(i) Restrictions on Trading
(ii) Risks from Actual or Deemed Exchange of Debt
7. Risks from Insider or Fiduciary Status
8. Potential Safeguards
9. Risk of Vote Designation
10. Risk to Insiders Who Purchase Claims
11. Risk of Duty to Disclose Information Related to Acquired Claims
E. Antitrust Considerations
F. Creditors and Tax-Free Reorganizations
0 of .
Results for:
No results containing your search query
P. 1
Distressed Ma Outline

Distressed Ma Outline

Ratings:
(0)
|Views: 16|Likes:
Published by Kevin Lin

More info:

Published by: Kevin Lin on Jan 29, 2013
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

03/18/2014

pdf

text

original

You're Reading a Free Preview
Pages 5 to 14 are not shown in this preview.
You're Reading a Free Preview
Pages 19 to 107 are not shown in this preview.
You're Reading a Free Preview
Pages 112 to 137 are not shown in this preview.
You're Reading a Free Preview
Pages 143 to 210 are not shown in this preview.

You're Reading a Free Preview

Download
scribd
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->