(example is for illustrative purposes only) Summary of a Make-Whole Call: The call price will never be below par. It may include either actual economic losses or to actual economic and non-economic losses, and not necessarily to the settlement value of the case.

v. to pay or award damages sufficient to put the party who was damaged back into the position he/she would have been without the fault of another.

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10, 2017), § 3.2(d) [Docket No. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. The inability to enforce make-whole provisions in most circumstances will likely result in various changes in behavior by future debtors, creditors and lenders. . Joe Biden wants to make America whole again.

The bankruptcy court had held that certain creditors (the “OpCo Creditors”) of a solvent debtor were deemed unimpaired by the Ultra chapter 11 plan and, therefore, entitled to the full $201 million make-whole (the “Make-Whole Amount”) and post-petition interest at the default contract rate in the aggregate amount of $186 million. All contents of the lawinsider.com excluding publicly sourced documents are Copyright © 2013-. By continuing to browse this website you accept the use of cookies. 105 0 obj <>stream Ultra Petroleum Corp. Make-Whole Saga Continues, A Momentous Rejection: United States Supreme Court Declines to Review Second Circuit's Momentive Make-Whole Opinion, Paragon Offshore: Judgment on Challenge to 2017 Restructuring and the Limits of the Rule 12.59 Review Jurisdiction, Heads-Up for the Compensation Committee: ISS Issues FAQs on COVID-19-Related Pay Decisions – Provides Roadmap for CD&A Disclosures, Holds that “[Bankruptcy] Code impairment is not the same thing as plan impairment” and, therefore, the bankruptcy court erred when holding that a plan impairs a creditor if the plan “refuses to pay an amount the Bankruptcy Code independently disallows.”. Click here to read more about how we use cookies. The bankruptcy court will reconsider these issues in accordance with the Fifth Circuit’s opinion. The bankruptcy court rejected the Third Circuit’s holding in In re PPI Enterprises (U.S.) Inc5. 361, 370–71 (Bankr. § 1961) at the applicable judgment rate or (ii) at a rate supported by the equities of the case. Lenders may also seek terms that provide increased opportunities/abilities to trigger an event of default before a potential debtor seeks bankruptcy protection. If you are at an office or shared network, you can ask the network administrator to run a scan across the network looking for misconfigured or infected devices. . Id.

See id.

A Lesson In Drafting Make-Whole Provisions Law360, New York (April 11, 2013, 6:01 PM ET) -- Often, corporate bond instruments contain no-call provisions, make-whole or yield-maintenance premiums. leaves unaltered the [claimant’s] legal, equitable, and contractual rights.’” Id.

§ 1141(d)(1)(A) (“Except as otherwise provided in this subsection, in the plan, or in the order confirming the plan, the confirmation of a plan .

According to the bankruptcy court, the failure to pay the Make-Whole Amount would impair the OpCo Notes because the discharge of such claims is governed by section 1141(d),6 which provides that the extent of the discharge is governed by the terms of the confirmed plan of reorganization, and the Debtors’ plan discharged any liability related to the Make-Whole Amount and post-petition interest. This can often be significant, which is why such provisions are rarely invoked.


“The only question then is whether the pre-Code solvent-debtor exception survives the enactment of § 502(b)(2).” Id. The presise definition varies, according to contract terms and local laws. Suggests that make-whole amounts will generally be considered unmatured interest in the Fifth Circuit.

You are entitled to have your property damage, medical bills and future medical expenses PAID FOR BY THE OTHER PARTY'S INSURANCE.

Moreover, the Ultra II court noted that the pre-Bankruptcy Code solvent debtor exception was often motivated by concerns over bad-faith filings, but that such concerns have largely been addressed by the procedures for seeking dismissal of a chapter 11 case under section 1112(b).

The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

First, the post-judgment interest statute9, which allows interest “on any money judgment in a civil case recovered in a district court.” Second, because bankruptcy courts are generally considered courts of equity, especially when it comes to awarding interest, equity may provide a basis to pay a higher rate. The "make you whole" saying comes from the bodily injury portion of your case.

The Debtors’ plan was confirmed the following day. Completing the CAPTCHA proves you are a human and gives you temporary access to the web property.

The mood has changed in America, with the new President-elect set to restore basic values and end the policies that divided the nation.

The Unused Fee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.05 and such Defaulting Lender shall not be entitled to the payment of any Make-Whole Fee if it remains a Defaulting Lender at the time of any reduction of the Aggregate Commitment pursuant to Section 2.03.

Make Whole Fee means a fee in respect of any reduction in the Aggregate Commitment equal to the Unused Fee that would have accrued at 2.00% per annum on the Unused Commitment if such portion of the Aggregate Commitment had remained in effect and unused during the period beginning on the applicable Reduction Date and ending on the Maturity Date then in effect. Mar. DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Jan. 17, 2019) (“Ultra II”).

. 1 people chose this as the best definition of make-whole: (finance, law) To provide... See the dictionary meaning, pronunciation, and sentence examples.

Id. endstream endobj 54 0 obj <>/Metadata 8 0 R/Pages 51 0 R/StructTreeRoot 12 0 R/Type/Catalog>> endobj 55 0 obj <>/MediaBox[0 0 612 792]/Parent 51 0 R/Resources<>/Font<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]/XObject<>>>/Rotate 0/StructParents 0/Tabs/S/Type/Page>> endobj 56 0 obj <>stream Id. In support of its holding that disallowance under the Bankruptcy Code does not result in impairment, the Ultra II court pointed to the language of section 1124(1), which provides that “‘a class of claims or interests’ is not impaired if ‘the plan .

See id. § 1124(1) (“Except as provided in section 1123(a)(4) .

at 10 (citing PPI Enters., 324 F.3d at 204). discharges the debtor from any debt that arose before the date of such confirmation”). Thereafter, post-petition interest accrued on each of the foregoing amounts. h�Ę�n7�_�� Zwy�������$�.�����:dɐ�"~��C����(���d.w��,��3#{'��^��I�(t�"���J�F%��e0"�P֐V(o=�1?x���� �qRsdD�B)ETh�X�H���b��q�EK^D'���{a�R"8�ЏhI�)Hyx#.�т4�!� ��J.`�͛��C�q2�oFէLJ�:�:{5o�mu����iwx��q*�8�ݶ��VVG�]���JS�4�������-�4:��n&���'�����k}@��gBiE����Dvl:|�O����p��֚A�����ÑK��_�H��C���V��}���Bg=� �,�� �)+�N�jS�+�A� Next, the Ultra II court considered whether the OpCo Creditors’ claims for the Make-Whole Amount or post-petition interest at the contract default rate are disallowed under the Bankruptcy Code.


The opinion suggests that make-whole provisions may only be enforceable in extremely narrow circumstances.

However, according to the Ultra II court, the solvent debtor exception (codified in section 726(a)(5)) arguably is not an exception to section 502(b) because it provides for the payment of post-petition interest on a claim.7 Moreover, the section 726(a)(5) solvent debtor exception is applied to chapter 11 cases through section 1129(a)(7) and, therefore, only applies to impaired creditors in chapter 11.8. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with the terms of such series of Securities and this Indenture.

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