Bankruptcy Claims Trading

2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
4

Meet the Faculty
MODERATOR:
Mark Melickian - Sugar Felsenthal Grais & Helsinger LLP
PANELISTS:
Timothy Bennett- Fulcrum Capital
Robert E. Richards- Dentons
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About This Webinar –
Bankruptcy Claims Trading
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in
recent history. Companies and their advisors should be prepared before wading into these
waters. How will a claim be treated once transferred? What steps should a company acquiring
a claim take to ensure the claim is paid? How should a claim be valued? What kind of
documentation will be needed to properly transfer the claim? If a dispute arises regarding the
claim, how should the acquiring company defend itself? For 2021, do the financial programs
initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses
on understanding these issues and addressing best practices for advanced reorganization
practitioners and advisors working on the cutting edge of bankruptcy transactions.
6

About This Series – Bankruptcy Transactions:
Advice for the Advanced Practitioner
Corporate transactions are fraught with complicated legal, business, and financial issues. And
transactions in the context of a bankruptcy proceeding often adds a further layer of
complexity. Whether representing an asset purchaser seeking to acquire assets “free and
clear” of liens and encumbrances; trading claims against a bankrupt company; or negotiating
and drafting orders governing the use of a bankruptcy company’s cash, businesses and their
advisors must have a robust understanding of the issues they face. This series provides tools
for business owners and their advisors to navigate through the landscape of bankruptcy
transactions, demystify esoteric concepts, and discuss best practices for advanced
professionals working on these matters.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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Episodes in this Series
#1: Representing Asset Purchasers in Bankruptcy
Premiere date: 2/8/22
#2: Bankruptcy Claims Trading
#3: Negotiating and Drafting Cash Collateral/DIP Financing Orders
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Episode #2
Bankruptcy Claims Trading
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Introduction to / Refresher on Claims in Bankruptcy
• Under the Bankruptcy Code, a "claim" is broadly defined as a "right to payment,"
whether liquidated or unliquidated, fixed or contingent, matured or unmatured,
disputed or undisputed, legal or equitable or secured or unsecured (§ 101(5),
Bankruptcy Code).
• While any "right to payment" against a debtor could be sold, claims that trade are
typically liquidated and undisputed, at least in part – that is, are fixed in amount and
undisputed as to right. For example, claims based on bonds are a common target
in the claims trading market.
10

Types of Bankruptcy Claims
• Secured claims. Secured claims are obligations of the debtor subject to a perfected
lien on collateral. These claims are not commonly traded, as they generally do not
represent an opportunity for value arbitrage.
• Unsecured Claims. Claims of the type typically held by vendors, suppliers, service
providers, landlords, employees, and others. These claims in bankruptcy are
subject to an order of payment scheme:
✓ priority claims, which must be paid in full as a condition to confirmation of a
plan of reorganization (examples include administrative expenses of the
bankruptcy proceeding, certain employee wage claims and certain prepetition
tax claims);
11

Types of Bankruptcy Claims
✓ unsecured claims with de facto priority (for example, reclamation claims,
section 503(b)(9) administrative claims and lease assumption cure claims); and
✓ general unsecured claims, which are general unsecured obligations of the
debtor and the last to be paid (other than claims of equity (stockholders)). Also
known as “GUCs”, these claims are the most commonly traded because their
value is subject to uncertainty.
• Counterparty claims. Counterparty claims are claims that result from financial
transactions in which the non-debtor party was "in the money" at the time of the debtor's
bankruptcy (for example, swap termination claims, prime brokerage claims, repurchase
agreement counterparty claims and commodity hedging counterpartclaims).
12

Who Buys and/or Sells Bankruptcy Claims?
• Buyers and Sellers (players in the market)
✓ Trading divisions of investment banks.
✓ Hedge funds.
✓ Independent broker-dealers.
✓ Other trading vehicles
13

Who Buys and/or Sells Bankruptcy Claims?
• Sellers (primarily)
✓ Corporations.
✓ Pension funds.
✓ Insurance companies
✓ Re-insurers.
✓ Loan portfolio divisions of investment banks
✓ General trade creditors
• Individuals (e.g., employee-related claims)
14

Reasons to Buy Claims
• Purely Economic - $ Upside (distribution in case > purchase price)
• Strategic/Economic
✓ Acquire equity in the reorganized debtor.
✓ Strategically invest in the debtor's capital structure.
✓ Acquire undervalued claims sold by motivated sellers who are not able to or
interested in holding post-reorganization equity (for example, smaller
companies that cannot wait until the end of the case to receive their
distributions for cash flow reasons, or who are unwilling to tolerate the risk that
the distribution may be smaller than expected).
✓ Obtain and assert leverage in a bankruptcy case.
15

Reasons to Sell Claims
• Guaranteed return
• Avoid delayed recovery
• Close out a receivable
• Obtain a tax deduction (if sold for a loss)
• Reduce legal expense
16

When are Claims Traded?
• All stages of a chapter 11 case
• Pricing will vary during case - impacted by:
✓ Debtor’s sale of significant assets
✓ Resolution of contested litigation.
✓ The filing of a chapter 11 plan of reorganization or liquidation
✓ External economic factors, such as competitor activity, changes in relevant
commodity prices, regulatory activity
17

How are Claims Traded?
• Process is governed (to some degree) by the Bankruptcy Code and Federal Rules
of Bankruptcy Procedure
• Claim is transferred pursuant to an agreement subject to state contract law - claims
purchase agreement (described on a later slide in more detail)
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Bankruptcy Code and Bankruptcy Rules -
Relevant Sections
• Bankruptcy Rule 3001(e). Governs transfers of claims both before and after a
proof of claim has been filed against the debtor.
✓ Bankruptcy Rule 3001(e)(1) provides that if a proof of claim has not been filed
before the time of the transfer, then the buyer may file a proof of claim if the
claim has been transferred other than for security (e.g., has not been
transferred as collateral).
✓ Bankruptcy Rule 3001(e)(2) provides that if a claim, other than one based on a
publicly traded note, bond or debenture, has been transferred other than for
security after a proof of claim has been filed, the buyer must file evidence of
the transfer.
19

Bankruptcy Code and Bankruptcy Rules –
Relevant Sections
✓ Bankruptcy Rule 3001(e)(3) applies when the claim is based on a publicly
traded note, bond or debenture that is transferred for security before a proof of
claim has been filed.
✓ Bankruptcy Rule 3001(e)(4) governs claims based on a publicly traded note,
bond or debenture that is transferred for security after a proof of claim has
been filed.
20

Relevant Sections
• Section 502(d) of Bankruptcy Code (disallowance of claim). Section 502(d) of the
Bankruptcy Code provides for the disallowance of a claim to the extent the holder of the
claim retains property recoverable under the avoidance provisions of the Bankruptcy
Code. That is, if the buyer purchases a claim from a seller that received a preferential
transfer, that claim may be reduced or even disallowed in full. See e.g. In re KB Toys,
Inc., 470 B.R. 331, 342-43 (Bankr. D. Del. 2012) (purchased claims may be disallowed
under Section 502(d) of the Bankruptcy Code due to preferential transfer claims against
seller).
21

Relevant Sections
There are two lines of cases on the application of Section 502(d) to a traded claim.
1. Cases that hold that a purchased claim is not impaired by the actions of the claim seller.
See e.g. In re Enron Corp., 379 B.R. 425, 443 (S.D.N.Y. 2007) (risk of disallowance under
Sec. 502(d) “is a personal disability of a claimant, not an attribute of the claim”). The
Enron approach applies to sold claims, not necessarily to assigned claims.
2. Cases that hold that the claim itself is tainted by any cloud on allowance of the claim
against the original claimholder. See e.g. In re Firestar Diamond, Inc., 627 B.R. 804
(S.D.N.Y. 2021), following reasoning of In re KB Toys, Inc., 470 B.R. 331, 342-43 (Bankr.
D. Del. 2012), aff’d In re K.B. Toys, 736 F.3d 247 (3d Cir. 2013)
22

Relevant Sections
• Section 510(c) of the Bankruptcy Code (equitable subordination of claim). Section
510(c) of the Bankruptcy Code provides for the equitable subordination of a claim to the
claims of other claimants if the claimant was found to have engaged in inequitable
conduct (§ 510(c), Bankruptcy Code).
• Bankruptcy Rule 2019. Bankruptcy Rule 2019 requires certain entities that are
members of groups or committees to disclose their identities and nature of their claims
against the debtor. If a claims purchaser joins an ad hoc committee, an official
committee or a group or committee "acting in concert to advance their common
interests," it may be subject to disclose certain information under Rule 2019.
23

Section 1126(e)
• Section 1126(e) of the Bankruptcy Code. When a chapter 11 plan is proposed
and put out for creditor vote, Section 1126(e) of the Bankruptcy Code provides that an
entity and its claim can be designated for voting purposes – in other words, excluded
from the plan voting process when its vote “was not in good faith.”
✓ What is a vote made that is “not in good faith”? A party that purchases claims
to control a class of claims and leverage the debtor for strategic purposes
beyond maximizing the value of the claims can be held to have acted other
than “in good faith.” However, a party purchasing claims to merely protect its
own claim interests, without more, is acting in good faith even if its vote with
respect to such claims harms the debtor or other creditors.
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Key 1126(e) decisions
• 9th Circuit – Designation of claim appropriate only where creditor’s self interest (as
manifested by vote) didn’t constitute malice, blackmail, competitive motive, or attempt to
leverage unfair recovery. See In re Figter, 118 F.3d 635 (9th Cir. 1997).
• In Figter, an oversecured creditor who was to be paid in full purchased various
unsecured claims and voted those claims against the debtor's plan, rendering the plan
unconfirmable. Because the court found that the secured creditor was merely protecting
its existing secured claim, and not seeking an additional strategic advantage, the 9th
Circuit upheld the bankruptcy court’s finding that the secured creditor acted in good faith.
• See also In re Fagerdala USA—Lompoc, Inc., 891 F.3d 848 (2018) (in reversing
bankruptcy court’s designation of creditor’s claims because the creditor’s purchase of
claims and subsequent vote disadvantaged other creditors, the appeals panel held that
creditor’s motivation in purchasing claims is more relevant element than the impact of
the claims purchase on other creditors and must also be considered).
25

Key 1126(e) decisions (continued)
• 2nd Circuit – DISH, a competitor of debtor that was not a creditor, purchased senior
secured debt for the sole purpose of voting against debtor’s plan with ultimate goal of
obtaining control of certain key assets. See DISH Network Corp. V. DBSD N. America,
Inc. (In re DBSD N. America, Inc.), 634 F.3d 79 (2nd Cir. 2011). Among other things,
DISH admitted on the record that “it bought the First Lien Debt not just to acquire a
‘market piece of paper’ but also to ‘be in a position to take advantage of [its claim] if
things didn’t go well in a restructuring.” The bankruptcy court designated DISH’s vote,
ignored the vote of DISH’s class, and confirmed the plan, a decision that was upheld by
the district court and the 2nd Circuit.
26

Key 1126(e) decisions (continued)
• 9th Circuit – In re Meridian Sunrise Village, LLC, 2014 WL 909219 (March 6, 2014).
Meridian’s loan agreement with traditional lenders included a provision that prohibited the
lenders from selling the loans to more predatory, non-traditional institutions. After default
lenders and in violation of this prohibition, the lenders sold the Meridian loans to a
predatory investment group which expressly pursued a loan to own strategy, prompting
Meridian’s bankruptcy. The bankruptcy court held the predatory investment group to be
ineligible to vote on Meridian’s chapter 11 plan, a ruling that was upheld on appeal.
27

Section 1126(e) Standards
✓ “Bad faith” under Sec. 1126(e) requires more than a showing that the creditor
engaged in “enlightened self interest.”
✓ Standard is akin to actual fraud.
✓ The burden of proof and persuasion is on the party seeking designation (typically,
the debtor), and the burden is high.
28

What can a claims purchaser do while remaining within the bounds of good faith?
The Figter decision cited a few things that are not bad faith:
o purchasing claims for blocking confirmation of a plan (if not coupled
with a larger business strategy, as occurred in the DBSD case above);
o voting against the plan of a debtor who has a pending lawsuit against
the creditor;
o choosing to benefit the creditor's interest as a creditor as opposed to
some unrelated interest; and
o purchasing additional claims for the purpose of protecting the creditor's
own preexisting claim.
29

The Minimum Due Diligence - Things a Buyer
Should Do Prior to Agreeing to Buy a Claim
• Obtain relevant documentation supporting the claim.
• If no proof of claim has been filed prior to the transfer, get copies of all filed
documents relating to the claim, and file a proof of claim as soon as possible to
avoid any issue of a missed bar date.
• If a proof of claim has been filed before the claim transfer, the buyer should file
evidence of the transfer as soon as possible to allow the objection period to run.
Filing evidence of the transfer will also ensure that notices concerning the claim,
such as an objection to the allowance of the claim, and payments on the claim go
directly to the buyer.
30

• Review the debtor’s statement of financial affairs (docketed in the bankruptcy
case) to:
✓ Confirm whether there is any pending litigation between the debtor and the
claims seller, and
✓ Confirm whether the seller received payments from the debtor during the 90
days before the bankruptcy filing (if the seller received payments, the claim is
at risk of reduction or disallowance under Sec. 502(d) of the Bankruptcy Code).
31

• Buyer should also obtain a preference risk representation from the seller that it did
not receive payments from the debtor within 90 days before the filing of the
bankruptcy petition.
• If a chapter 11 plan has been filed, review the disclosure statement for information
on the treatment of the class in which the purchased claim will be treated. (Note:
The disclosure statement and/or plan may also include a list of proposed allowed
claims).
• Review the docket for any claims trading orders that may provide additional
restrictions on trading.
• Review the debtor’s monthly filed operating reports which contain current financial
information.
32

Claims Trading Timeline
• Agreement to basic terms (typically, via email).
• Claims purchase agreement. The parties negotiate the terms of the purchase
agreement (see Claims Trading Agreements).
• Closing. The parties negotiate and execute the purchase agreement. Buyer
transfers funds to the seller.
• Rule 3001(e) notice of transfer. If the claim was traded after a proof of claim was
filed, the buyer pays a $25 filing fee and files evidence of the transfer.
33

Claims Trading Timeline
• Notice to seller. If the claim was traded after a proof of claim was filed, the court
clerk mails a notice of the transfer to the seller giving the seller 21 days to object to
the sale, unless the seller waived this notice in the claims purchase agreement (see
Bankruptcy Rule 3001(e)(2) and Bankruptcy Rule 3001(e)(4)).
• Proof of claim. Depending on the type of claim, the buyer or the seller can file a
proof of claim, if one has not already been filed (see Bankruptcy Rule 3001(e)(1)
and Bankruptcy Rule 3001(e)(3)).
• Objections. If the claim was traded after a proof of claim was filed, the seller has 21
days to object to the transfer, unless it waived this notice period (see Bankruptcy
Rule 3001(e)(2) and Bankruptcy Rule 3001(e)(4)).
• Administration of the claim. This involves responding to objections to the claim and
participating in any negotiations to settle the claim.
34

Claims Purchase Agreements
• There is no standard form for a claims purchase agreement. However, following are
some typical terms, provisions, and considerations:
✓ Description and priority of claim
✓ Terms of sale/assignment
✓ Seller’s Covenants and Representations (standard corporate authority provisions)
o The claim is valid and allowed in the full amount stated, and is not subject to
any valid legal or equitable defenses.
35

• Seller is duly organized, validly existing and in good standing under the laws of the
jurisdiction of their formation.
• Seller has the full power and authority to enter, deliver and perform their obligations
under the purchase agreement.
• Seller has obtained all corporate and all other approvals required to enter, deliver
and perform their obligations under the purchase agreement.

✓ No consents or approvals of any third party or governmental entity are required
to enter, deliver or perform their obligations under the purchase agreement.
✓ The execution, delivery and performance of seller’s obligations will not violate,
conflict with, require consent under or result in any breach or default under
their organizational documents, any applicable law or any of the provisions of
any contract or agreement to which seller is a party.

• Buyer’s Covenants and Representations
✓ Buyer’s standard corporate authority representations.
✓ Buyer’s Payment of Purchase Price
o If the claim is allowed or undisputed, buyer pays full purchase price
immediately after the parties execute the claims purchase agreement
or within a specified number of business days after execution.

• If the claim is disputed or disputed in part, buyer can hold back a percentage of
payment until that portion of the claim is allowed by the court. The price for the newly
allowed portion of the claim is usually based on the same percentage used to
calculate the initial purchase price. Sellers typically seek to obligate the buyer to
purchase this excess amount, while buyers tend to resist and prefer this to be
optional. A similar situation may arise if the claim is increased.

Indemnification of Buyer
✓ For breaches of the seller's representations, warranties or covenants
✓ In the event of attempts to disallow, reduce or subordinate the claim or claim
amount.
✓ If buyer is forced to disgorge any amounts received for the claim.

Remedies Upon Disallowance or Impairment of
Claims
• Seller typically assumes the risk of claim disallowance or impairment.
✓ To the extent a claim is disallowed, or disallowed in part, the seller must
repurchase the disallowed claim for the purchase price plus interest, or refund
a portion of the purchase price.
✓ Similarly, if the claim is considered "impaired" under the claims purchase
agreement, seller may have to repurchase claim or be at risk of a refund.
Impairment is a negotiated concept and the scope of impairment is subject to
negotiation – seller wants impairment to be broadly defined, seller wants
impairment to be narrowly (and expressly defined).

Remedies Upon Disallowance or Impairment of
Claims
Impairment can be defined as, for example:
o Debtor files a pleading reserving right to object to the claim.
o Debtor files an objection which remains unresolved.
o Debtor or an estate representative files a preference action or other suit
against seller that includes an attempt to disallow the claim purchased by
buyer.

Participation of Claims Defense
• Because sellers typically bear the risk of disallowance, sellers typically retain the right
(with perhaps some restrictions) to:
✓ settle or defend the claim directly with the debtor.
✓ limit the buyer's right to settle the claim without its prior written consent. Most
claims purchase agreements provide for the seller to assign to the buyer the
right, but not the obligation, to defend or settle any dispute regarding the claim.
✓ resolve any objections to the claim (for a specific period of time), during which
time the buyer agrees not to pursue any remedies.

Consider the Character of Claim and Form of Sale -
State Law Issues
✓ Sale v. Assignment
o Purchase may be preferred to assignment in states where purchase
insulates buyer from claim’s disabilities tied to unrelated claims against the
seller, but assignment does not (e.g., New York - see e.g. In re Enron
Corp., 379 B.R. 425 (S.D.N.Y. 2007)).
o Compare Delaware law, where the form of transfer may not insulate the
buyer from a claim’s disabilities – see e.g. In re KB Toys, Inc., 470 B.R.
331, 342-43 (Bankr. D. Del. 2012) (purchased claims may be disallowed
under Section 502(d) of the Bankruptcy Code due to preferential transfer
claims against seller regardless of form of transfer under agreement
governed by Delaware law).

Other Issues in Claims Trading
• Additional Disclosure. Buyer may be required to disclose sensitive information
under Rule 2019 if it joins a group or committee playing a role in the case (see
Bankruptcy Rule 2019).
• Subordination or Disallowance of Claim. A claims purchaser that obtains a blocking
position for a plan of reorganization by virtue of its claims purchases may be
deemed temporary insiders owing fiduciary duties to other members of their class,
and may also have their claims disallowed or subordinated. See In re Washington
Mutual, 461 B.R. 200 (Bankr. D. Del. 2011), vacated in part by No. 08–12229, 2012
WL 1563880 (Bankr. D. Del. Feb. 24, 2012).

Other Issues in Claims Trading
• Buyer’s credit risk. The potential insolvency of the buyer creates a credit risk for the
seller if a portion of the purchase price is deferred; or
• Seller’s credit risk. Buyer bears seller’s credit risk if the indemnity is triggered or if
the seller is required to refund the purchase price with interest if the claim is
disallowed.

Claims Trading Orders
• In large chapter 11 cases, claims trading order are often entered that are intended to
preserve the debtor’s ability to preserve NOL carryforwards and other tax
advantages that might be lost in the event of excessive amounts of claim trading.
NOLs can be lost by excessive trading that is deemed to trigger a change of control.
Claims trading orders may condition the transfer of large claims on advance notice
and the ability of the debtor and other parties in interest to object to the transfer on
grounds that it will unduly harm the estate through adverse tax or other
consequences. Claims buyers must be aware of these procedural orders in cases
where they have targeted claims for purchase.

About The Faculty
Mark Melickian - mmelickian@sfgh.com
Mark Melickian leads Sugar Felsenthal Grais & Helsinger LLP’s restructuring practice. Over the past 20 plus years,
he has worked primarily on business transactional and litigation matters with a focus on chapter 11 commercial
bankruptcy cases and non-bankruptcy distressed situations. His practice includes both debtor- and creditor-side
representations and include financial institutions, indenture trustees, trade creditors, asset purchasers, investors,
commercial real estate interests, corporate officers, and other parties in interest in chapter 11 cases throughout the
country. In addition, a significant focus of his practice is the representation of committees and other estate
fiduciaries in bankruptcy cases – over the past two decades, he has counseled dozens of official and unofficial
bankruptcy committees, liquidating trustees, litigation trustees, and plan administrators charged with pursuing and
liquidating assets for the benefit of estate creditors. Mark has written extensively on bankruptcy and insolvency law
and other topics, having contributed materials on these subjects to American Bankruptcy Institute Journal,
Bankruptcy Strategist, Wiley Bankruptcy Law Update, Ginsberg & Martin on Bankruptcy, Norton Bankruptcy Law
Adviser, the Cornell University Legal Ethics Library, and dozens of professional conferences and seminars. For
several years, he wrote a monthly legal affairs column for Student Lawyer, an America Bar Association publication,
for which he received the Peter Lisagor Award for Exemplary Journalism from the Chicago chapter of the Society of
Professional Journalists. He is a graduate of Colorado State University and Northwestern University School of Law.
49

About The Faculty
Timothy C. Bennett - tbennett@fulcruminv.com
Timothy C. Bennett joined Fulcrum as general counsel in 2017 after nearly fourteen years of law firm
experience. He also serves as the risk manager for Fulcrum’s investment committee. Before Fulcrum,
Mr. Bennett was senior counsel with Seyfarth Shaw and the leader of that firm’s Global Distressed, Illiquid
and Special Situations Trading group. Prior to that role, he was an associate in the banking and finance
group in the New York office of the global law firm Clifford Chance. Mr. Bennett has broad experience in
corporate, finance and bankruptcy law matters. His law firm practice focused on advising clients in the
development and implementation of trading and investment strategies and negotiating transactions on their
behalf. Mr. Bennett received his JD and MBA (Finance) from Seton Hall University and his BA (History) from
The College of the Holy Cross and is admitted to practice law in New York and Massachusetts. He resides in
Andover, MA, with his wife, three children, and beagle, where he is a coach and vice president of the
Andover Hockey Association and a religious education teacher at St. Augustine’s Church.
50

About The Faculty
Robert Richards – robert.richards@dentons.com
Bob Richards is chair of Dentons' Global and US Restructuring, Insolvency and Bankruptcy
practice groups and practices in the areas of bankruptcy and insolvency-related transactions
and litigation. His practice includes Chapter 11 representations, distressed asset acquisitions,
distressed loan purchases and foreclosure sales, and out of court transactions and transaction
structuring.
51

Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
52

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