Chapter 11 Bankruptcy
Chapter 11 is the 'reorganize and survive' chapter of bankruptcy. The company keeps operating, gets breathing room from creditors via an automatic stay, and proposes a plan to restructure its debt so it can emerge as a going concern.
Definition
Chapter 11 of the U.S. Bankruptcy Code allows a financially distressed company (the debtor) to reorganize its obligations under court protection while continuing to operate. The debtor retains control of the business as a 'debtor-in-possession' and proposes a plan of reorganization that modifies or eliminates debts. If creditors vote to approve the plan and the court confirms it, the company emerges from bankruptcy with a restructured balance sheet.
Chapter 11 Process
Five key milestones from filing to emergence
Click each step to expand details
Absolute Priority Waterfall
Who gets paid first in bankruptcy
Fulcrum Security: The class that is partially impaired — receives some but not full recovery. This class typically converts its claims into new equity of the reorganized company, making it the most powerful position in the negotiation.
DIP Financing Priority
How new lending jumps to the top of the stack
The key insight: A new lender provides fresh cash to keep the bankrupt company alive. In exchange, the court grants super-priority status — the DIP lender jumps ahead of all pre-petition creditors, including secured lenders.
Pre-Petition Priority
1st lien on assets
No collateral
Contractually junior
Junior to all debt
Residual claim
Filing
Post-Petition Priority
Super-priority + priming lien
Professional fees, wages
Primed by DIP lender
Now further back in line
Likely impaired
Usually wiped out
Super-Priority
DIP claims are paid before all other administrative and pre-petition claims
Priming Lien
DIP lender gets a lien senior to existing secured creditors on the same collateral
Adequate Protection
Existing secured creditors must be compensated for being primed (equity cushion, replacement liens)
The Chapter 11 Timeline
Filing triggers an automatic stay — all creditor collection actions halt immediately. The debtor has an exclusivity period (initially 120 days, extendable to 18 months) to propose a plan of reorganization. During this time, the company secures DIP financing to fund operations, negotiates with creditor committees, and may sell assets under Section 363. Once a plan is filed, impaired creditor classes vote. If accepted (by more than half in number and two-thirds in dollar amount of each class), the court confirms the plan. The company then emerges from bankruptcy.
Key Players in a Chapter 11 Case
The debtor-in-possession runs the business day-to-day. The Official Committee of Unsecured Creditors (UCC) represents unsecured claimholders and has the right to investigate the debtor and challenge transactions. The U.S. Trustee oversees administrative aspects. Secured creditors negotiate directly based on their collateral value. DIP lenders provide new financing with super-priority status. Investment bankers and lawyers advise each constituency — often the largest expense in bankruptcy.
Cramdown and Plan Confirmation
If not all impaired classes accept the plan, the debtor can seek 'cramdown' — court-imposed confirmation over the objection of dissenting classes. Cramdown requires that the plan does not discriminate unfairly, is fair and equitable (respects the absolute priority rule), and at least one impaired class has voted to accept. This mechanism prevents a single holdout creditor class from blocking a viable reorganization. Understanding cramdown is essential for restructuring interviews.
Worked Example — With Real Numbers
A mid-market energy company files Chapter 11 with $500M in debt and declining commodity prices. On Day 1, the automatic stay halts a creditor lawsuit seeking to seize drilling rigs. The company obtains $75M in DIP financing to fund ongoing operations. Over 6 months, it negotiates with its bank group and bondholders. The plan converts $200M of bonds into 80% of new equity, extends bank maturities by 3 years, and pays trade creditors in full. The plan is confirmed by the court, and the company emerges with $300M in debt and a sustainable capital structure.
Key Takeaways
The automatic stay is the immediate benefit of Chapter 11 — it freezes all creditor collection actions
The debtor-in-possession retains operational control, unlike Chapter 7 liquidation
Exclusivity gives the debtor a head start on proposing the reorganization plan
Cramdown lets the court confirm a plan even if some creditor classes object, subject to the absolute priority rule
Common Mistakes in Interviews
Conflating Chapter 11 (reorganization) with Chapter 7 (liquidation) — they have fundamentally different goals
Not knowing that the automatic stay applies to all creditors, including secured lenders, from the moment of filing
Thinking the debtor always loses control — in Chapter 11, management stays in place as the debtor-in-possession unless a trustee is appointed for cause
How Interviewers Test This
Know the five key milestones: filing and automatic stay, DIP financing, exclusivity period, plan of reorganization, and emergence. If asked 'walk me through a Chapter 11 process,' hit each milestone in order. Bonus points: mention the UCC, cramdown, and the 363 sale alternative.
Related Concepts
Directly referenced in this topic
Restructuring (Investment Banking)
Restructuring in investment banking refers to the advisory and financial process...
Debtor-in-Possession (DIP) Financing
Debtor-in-Possession (DIP) financing is a special form of lending provided to co...
Absolute Priority Rule
The Absolute Priority Rule (APR) is a foundational principle of U.S. bankruptcy ...
Section 363 Sale
A Section 363 sale is a provision of the U.S. Bankruptcy Code that allows a debt...
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