hard · Corporate Credit Analysis

In a Chapter 11 plan, a class of senior secured lenders is owed $600M and the collateral is appraised at $450M. The plan proposes to give this class a new $450M secured term loan (paying market rate) plus $80M of new-money-priority equity, and classifies the lenders as 'unimpaired.' A junior class objects.

Under the absolute priority rule and the secured/unsecured bifurcation of an undersecured claim, which objection is most legally and analytically sound?

  1. The senior class holds a $450M secured claim and a $150M unsecured deficiency claim; calling them 'unimpaired' is improper, and the $80M equity must be tested against the recovery the *unsecured deficiency* would receive pari passu with other unsecured creditors — not handed preferentially to the senior class.
  2. The senior class is oversecured, so it is entitled to post-petition interest on the full $600M, and the plan actually underpays them by omitting that accrual.
  3. The plan is valid because secured lenders always recover par in a cram-down; the $450M loan plus $80M equity exceeds the $600M claim, so no priority issue arises.
  4. The deficiency claim of $150M is extinguished at confirmation because the collateral was surrendered, so the senior class has no unsecured stake and the junior class lacks standing to object.

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