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    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.

    11

    Chapter 11 Process

    Five key milestones from filing to emergence

    Click each step to expand details

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    Absolute Priority Waterfall

    Who gets paid first in bankruptcy

    Safest (paid first) Riskiest (paid last)
    1
    Secured Creditors
    100%
    2
    DIP Lenders
    100%
    3
    Senior Unsecured
    60-80%
    4
    Subordinated Debt
    10-40%
    5
    Preferred Equity
    0-10%
    6
    Common Equity
    0%

    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

    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

    Secured Bank Debt

    1st lien on assets

    Senior Unsecured Bonds

    No collateral

    Subordinated Notes

    Contractually junior

    Preferred Equity

    Junior to all debt

    Common Equity

    Residual claim

    Chapter 11
    Filing

    Post-Petition Priority

    DIP Facility

    Super-priority + priming lien

    Admin Claims

    Professional fees, wages

    Secured Bank Debt

    Primed by DIP lender

    Senior Unsecured Bonds

    Now further back in line

    Subordinated Notes

    Likely impaired

    Equity

    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

    1

    The automatic stay is the immediate benefit of Chapter 11 — it freezes all creditor collection actions

    2

    The debtor-in-possession retains operational control, unlike Chapter 7 liquidation

    3

    Exclusivity gives the debtor a head start on proposing the reorganization plan

    4

    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.

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