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Chapter 22

Bankruptcy, Reorganization, and Liquidation

ANSWERS TO END-OF-CHAPTER QUESTIONS

22-1 a. Informal debt restructuring is the agreement between the creditors and troubled firm
to change the existing debt terms. An extension postpones the required payment date,
while a composition is a reduction in creditor claims. Extension provides payment in
full, though delayed. Conversely, composition involves a reduced cash settlement.
Restructuring often involves both extension and composition. A reorganization in
bankruptcy is a court-approved attempt to keep a company alive by changing its
capital structure. A reorganization must adhere to the standards of fairness and
feasibility.

b. Assignment is an informal procedure for liquidating debts which transfers title to a


debtor's assets to a third person, known as an assignee or trustee. Assignment
normally yields creditors a larger amount than they would receive in a formal
bankruptcy. However, an assignment does not automatically result in a full and legal
discharge of all the debtor's liabilities, nor does it protect the creditors against fraud.
Liquidation is the sale of the assets of a firm and the distribution of the proceeds to
the creditors and owners in a specific priority. The decision whether to reorganize or
liquidate should be based on the value of the firm if it is rehabilitated versus the value
of the assets if they are sold off individually. The procedure that promises higher
returns to the creditors and owners would be adopted. The standard of fairness states
that claims must be recognized in the order of their legal and contractual priority. In
simpler terms, the reorganization must be fair to all parties. The standard of
feasibility states that there must be a reasonably high probability of successful
rehabilitation and profitable future operations.

c. The absolute priority doctrine states that claims must be paid in strict accordance with
the priority of each claim, regardless of the consequence to other claimants. The
relative priority doctrine is more flexible and gives a more balanced consideration to
all claimants than does the absolute priority doctrine.

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Answers and Solutions: 22-1
d. The Bankruptcy Reform Act of 1978 was enacted to speed up and streamline
bankruptcy proceedings. This law represents a shift to a relative priority doctrine of
creditors' claims. Chapter 11 of the Bankruptcy Act is the business reorganization
chapter. Under this chapter, a case is started when a firm's management or its
creditors file a petition with the bankruptcy court. A committee of unsecured
creditors is then appointed by the court to negotiate with the firm's management.
Existing management may stay in office unless a trustee is appointed by the court. If
no fair and feasible reorganization can be worked out, the firm will be liquidated
under the procedures spelled out in Chapter 7 of the act. Chapter 7 of the Federal
Bankruptcy Reform Act accomplishes three important tasks during a liquidation: (1)
it provides safeguards against fraud by the debtor, (2) it provides for an equitable
distribution of the debtor's assets among the creditors, and (3) it allows insolvent
debtors to discharge all their obligations and to start new businesses unhampered by
a burden of prior debt.

e. The priority of claims in liquidation is established in Chapter 7 of the Bankruptcy Act


to provide an equitable distribution of the debtor's assets among the creditors.

f. Extension and composition are both characteristics of debt restructuring. In an


extension, creditors postpone the dates of required interest or principal payments, or
both. In a composition, creditors voluntarily reduce their fixed claims on the debtor
by accepting a lower principal amount, reducing the interest rate on the debt,
accepting equity in place of debt, or some combination of these changes. Workouts
are voluntary reorganization plans arranged between creditors and generally sound
companies experiencing temporary financial difficulties. Workouts typically require
some restructuring of the old firm's debt. Cramdowns are bankruptcy court-mandated
reorganization plans which are binding on all parties. Prepackaged bankruptcy is a
new type of reorganization which combines the advantages of informal workouts and
formal Chapter 11 reorganization. Holdout is a problematic characteristic of informal
reorganizations where all of the involved parties do not agree to the voluntary plan.
Holdouts are usually made by creditors in an effort to receive full payment on claims.

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Answers and Solutions: 22-2


22-2 The rehabilitation plan may be accepted because of the following:

• Expenses of liquidation may consume a large proportion of the assets.

• The going-concern value of a firm is always substantially greater than its liquidating
value. Hence, to preserve the life of the firm is to preserve a substantial portion of its
value.

• They may retain a stable customer for the future.

• On balance, the creditors will accept a plan for financial rehabilitation because it
appears that the funds they will receive will be much larger under this procedure.

22-3 Not necessarily. The going-concern value of a firm is a function of its outlook--it might
be improved by changing the management or otherwise improving operations. The firm
may be temporarily distressed.

22-4 Liquidations usually result in losses for the following reasons:

• Assets typically have characteristics which make their value in existing uses greater
than when resold.

• The organizational value of a company is lost when liquidation takes place.

• Because the claims of numerous parties must be adjudicated, considerable


administrative, accounting, and legal costs may be incurred.

Partial liquidation over a period would have the following results:

• Probably would not decrease losses.

• Failure to institute the necessary operating and management changes might cause
losses to continue and might cause further deterioration in the value of the company.
It is often said that a swift major "surgery" for a business firm is preferred to an
extended illness.

22-5 Because public utilities and railroads often involve essential services, reorganizations and
mergers rather than liquidations are likely to take place. This is less true for industrial
companies.

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Answers and Solutions: 22-3
SOLUTIONS TO END-OF-CHAPTER PROBLEMS

22-1 Distribution of proceeds on liquidation:


1. Proceeds from sale of assets $2,500,000
2. First mortgage, paid from sale of assets 0
3. Fees and expenses of administration of bankruptcy 281,250
4. Wages due workers earned within 3 months
prior to filing of bankruptcy petition 0
5. Taxes 0
6. Unfunded pension liabilities 0 281,250
7. Available to general creditors $2,218,750

Distribution to general creditors:


Percentage
Application After of Original
of 100% Subordination Claims
Claims of General Claim Distribution Adjustment Received
Creditors (1) (2) (3) (4)
Notes payable $ 750,000 $ 750,000 $ 750,000 100%
Accounts payable 375,000 375,000 375,000 100
Subordinated 750,000 750,000 750,000 100
debentures
$1,875,000 $1,875,000 $1,875,000

The remaining $2,218,750 – $1,875,000 = $343,750 will go to the common stockholders.


They will receive only $343,750/$1,875,000 = 18.33% of the amount of equity on the balance
sheet.

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Answers and Solutions: 22-4


22-2 a. The pro forma balance sheet follows (in millions of dollars):

Current assets $159a Current liabilities $ 42


Net fixed assets 153 Advance payments 78
Goodwill 15 Reserves 6
Subordinated debentures 90b
$2.40 preferred stock,
$37.50 par value
(1,200,000 shares) 45c
Common stock, $1.50
par value
(6,000,000 shares) 9
Retained earnings 57
Total assets $327 Total claims $327

Notes:
a
$168 less $9 used to retire the $10.50 preferred stock.
b
(1.2 million shares)($75 par value) = $90.
c
(1.2 million shares)($37.50 par value) = $45.

b. The pro forma income statement (in millions of dollars) follows:

Net sales $540.0


Operating expense 516.0
Net operating income $ 24.0
Other income 3.0
EBIT $ 27.0
Interest expense 7.2a
EBT $ 19.8
Taxes (50%) 9.9
Net income $ 9.9
Dividends on $2.40 preferred 2.9b
Income available to common stockholders $ 7.0

Notes:
a
0.08($90 million par value) = $7.2.
b
$2.40(1.2 million shares) = $2.9.

Thus, the increase in income available to common shareholders is $7.0 - $5.7 = $1.3
million.

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Answers and Solutions: 22-5
c. The earnings required before the recapitalization is $7.8 million/(1 - 0.5) = $15.6
million. We divide the preferred dividends by (1 - T) since $15.6 million must be
earned to provide the $7.8 million needed after-tax. After recapitalization, the firm
requires $2.9 million/0.5 = $5.8 million to cover the preferred dividend payment, and
$7.2 million to cover the interest expense for a total of $13.0 million. Since interest
expense is tax deductible, only $7.2 million in pre-tax earnings are required to cover
the interest expense. Thus, required earnings will decrease by $15.6 million - $13.0
million = $2.6 million if the reorganization takes place.

d. The debt ratio before reorganization is $120 million/$336 million = 0.357 = 35.7%.
After reorganization the debt ratio is $210 million/$327 million = 0.642 = 64.2%.
Note that advance payments by customers are counted as debt while reserves are not.
If preferred stock is treated as debt, the debt ratio actually declines slightly from 78.6
percent to 78.0 percent. The reorganization is in the best interests of the shareholders
because under reorganization (1) earnings to shareholders are increased, (2) earnings
required to cover fixed charges (including preferred dividends) are decreased, and (3)
income debentures are less risky to the shareholders than preferred stock.

22-3 a. Creditor claims total $1,100,000 while the trustee has an additional $50,000 in claims,
yet the liquidation produced only $600,000 in proceeds. Since the proceeds are
insufficient to satisfy the creditor and trustee claims, the shareholders receive nothing.

b. The mortgage bondholders have priority claim against the proceeds from the sale of
pledged property. Thus, the $400,000 from the fixed assets must first be distributed
to the first and second mortgage bondholders. The first mortgage holders receive their
full claim of $300,000, while the second mortgage holders receive the remaining
$100,000. This constitutes the total $400,000, so none of the proceeds from the sale
of pledged assets are available for distribution to general creditors. Additionally, the
second mortgage holders have $100,000 in unsatisfied claims which become general
creditor claims.

c. The priority claimants are the mortgage bondholders, trustee, workers, and
government. The remaining claimants are general creditors. There is $200,000
available after the $400,000 distribution to the mortgage bondholders. This is
distributed to the remaining priority claimants as follows:

Claimant Amount
Trustee's expenses $ 50,000
Workers' wages due 30,000
Governments' taxes due 40,000
Total $120,000

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Answers and Solutions: 22-6


d. Of the total $600,000 received from the liquidation, $520,000 has been distributed to
priority claimants. This leaves $80,000 to distribute to the general creditors. But the
general creditor claims total $630,000:

Account Claim
Accounts payable $ 50,000
Notes payable 180,000
Second mortgage bonds 100,000
Debentures 200,000
Subordinated debentures 100,000
Total $630,000

Note that the second mortgage holders' unsatisfied claim of $100,000 is included.
Each claimant, before subordination adjustment, would receive $80,000/$630,000 =
0.1270 of his or her claim. Therefore, the general creditors would receive:

Account Amount Received


Accounts payable $ 6,350
Notes payable 22,860
Second mortgage bonds 12,700 (plus $100,000)
Debentures 25,400
Subordinated debentures 12,700
Total $ 80,000

Finally, the subordination adjustment must be made. The subordinated debentures


are subordinate to notes payable. Therefore, the subordinate debenture holders must
relinquish all claims until the note payable holders are fully satisfied. Since the note
payable holders are $180,000 - $22,860 = $157,140 short of being fully satisfied, the
full $12,700 initially allocated to the subordinated debenture holders must be
relinquished to the notes payable holders resulting in $22,860 + $12,700 = $35,560
for the notes payable holders and nothing (of the general creditor portion) for the
subordinate debenture holders.

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Answers and Solutions: 22-7
22-4 a. The total amount available for distribution is $3,190,000 proceeds + $10,000 cash =
$3,200,000. The total creditor and trustee claims are $6,800,000 + $200,000 =
$7,000,000. Since the claims far exceed the available funds, preferred and common
stockholders will receive nothing.

b. The following table shows the liquidation distribution (in thousands of dollars):

Priority Creditor Subordination


Claimant Distribution Distribution Adjustment Percentage
Accounts payable $ 384 $ 384 24%
Notes payable 120 500 100
Wages payable $ 150 150 150 100
Taxes payable 50 50 50 100
Mortgage bonds 1,600 1,696 1,696 85
Subordinated
Debentures 600 220 9
Trustee 200 200 200 100
$2,000 $3,200 $3,200

• Funds remaining after the priority distribution = $3,200 - $2,000 = $1,200.

• General creditor claims total $1,600 + $500 + $400 + $2,500 = $5,000.

• After the general creditor distribution, notes payable is $500 - $120 = $380 short.
Therefore, subordinated debentures must give up $380, leaving $600 - $380 =
$220.

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Answers and Solutions: 22-8


SOLUTION TO SPREADSHEET PROBLEM

22-5 The detailed solution for the spreadsheet problem, Solution to Ch22 P05Build a
Model.xls, is available on the textbook’s Web site.

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to a publicly accessible website, in whole or in part.
Answers and Solutions: 22-9
MINI CASE

Kimberly MacKenzie, president of Kim's Clothes Inc., a medium-sized manufacturer of


women's casual clothing, is worried. Her firm has been selling clothes to Russ Brothers
department store for more than ten years, and she has never experienced any problems in
collecting payment for the merchandise sold. Currently, Russ Brothers owes Kim's Clothes
$65,000 for spring sportswear that was delivered to the store just two weeks ago. Kim's
concern was brought about by an article that appeared in yesterday's Wall Street Journal
that indicated that Russ Brothers was having serious financial problems. Further, the
article stated that Russ Brothers' management was considering filing for reorganization, or
even liquidation, with a federal bankruptcy court.
Kim's immediate concern was whether or not her firm would collect its receivables if
Russ Brothers went bankrupt. In pondering the situation, Kim also realized that she knew
nothing about the process that firms go through when they encounter severe financial
distress. To learn more about bankruptcy, reorganization, and liquidation, Kim asked Ron
Mitchell, the firm's chief financial officer, to prepare a briefing on the subject for the entire
board of directors. In turn, Ron asked you, a newly hired financial analyst, to do the
groundwork for the briefing by answering the following questions:

a. 1. What are the major causes of business failure?

Answer: The major causes of business failure consist of economic factors, such as industry
weakness and poor location, and financial factors, such as too much debt and
insufficient capital. However, most business failures occur because a number of
factors combine to make the business unsustainable.

a. 2. Do business failures occur evenly over time?

Answer: A fairly large number of businesses fail each year, but the number in any one year
has never been a large percentage of the total business population. The failure rate of
businesses, however, has tended to fluctuate with the state of the economy.

a. 3. Which size of firm, large or small, is more prone to business failure? Why?

Answer: Bankruptcy is more frequent among smaller firms. While bankruptcy does occur in
large firms, they tend to get more help from external sources to avoid it, given their
greater impact on the economy and, in the case of large financial institutions, the
financial world. The federal government's bailouts of Chrysler and Lockheed are
good examples of this external assistance.

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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 10
b. What key issues must managers face in the financial distress process?

Answer: As a manager begins to face financial distress, he or she must begin to consider the
following key issues:

• Is this a temporary cash flow problem (technical insolvency), or is it a permanent


problem caused by asset values having fallen below debt obligations (insolvency
in bankruptcy)?

• Who should bear the losses if this is a permanent problem?

• Would the firm be more valuable if it continued to operate or if it were liquidated


and sold off in pieces?

• Should the firm file for bankruptcy, or should it try to use informal procedures?

• Who should control the firm during liquidation or reorganization?

Obviously, answers to these questions are needed to chart the course of the firm while
under financial distress.

c. What informal remedies are available to firms in financial distress? In


answering this question, define the following terms: (1) workout, (2)
restructuring, (3) extension, (4) composition, (5) assignment, and (6) assignee
(trustee).

Answer: When faced with financial distress, it is often desirable for firms to pursue informal
reorganizations or liquidations with creditors, given the costs associated with legal
bankruptcy. Creditors generally prefer informal reorganization plans when dealing
with economically sound companies whose financial difficulties appear to be
temporary. These voluntary informal plans, commonly called workouts, tend to
involve some type of restructuring, where current debt terms are revised to facilitate
the firm's ability to make payments. Such restructurings typically involve extension
and/or composition. In an extension, creditors postpone the dates of required interest
or principal payments, or both. Creditors tend to prefer extensions when developing
reorganization plans because they promise eventual payment in full. In a
composition, creditors voluntarily reduce their fixed claims on the debtor by either
accepting a lower principal amount or accepting equity in place of debt. This can be
a desirable alternative if bankruptcy becomes a real possibility, since composition can
help the creditor and debtor avoid the many costs associated with legal bankruptcy.

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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 11
Informal liquidations can also be used if it is decided that the firm is worth more
by selling it off in pieces. Assignment is an informal procedure for liquidating a firm.
It calls for title to the debtor's assets to be transferred to a third party, known as the
assignee or trustee. The assignee is required to liquidate the firm's assets either
through a private sale or a public auction, and then to distribute the proceeds among
the firm's creditors on a pro rata basis.

d. Briefly describe U.S. Bankruptcy Law, including the following terms:


(1) chapter 11, (2) chapter 7, (3) trustee, (4) voluntary bankruptcy, and (5)
involuntary bankruptcy.

Answer: U. S. Bankruptcy laws were first enacted in 1898 to ensure that businesses worth
more as ongoing concerns were not shut down by individual creditors desiring
liquidation and full payment. The Bankruptcy Reform Act Of 1978 revised these
laws to streamline and expedite bankruptcy proceedings. Current bankruptcy law
consists of eight chapters, the most important of which are Chapter 7, which details
the procedures to be followed when liquidating a company, and Chapter 11, the
business reorganization chapter. When a petition for bankruptcy is filed in federal
court, the petition can be either voluntary or involuntary. A voluntary petition is filed
by the distressed firm's management; an involuntary petition is filed by its creditors.
The court will appoint a committee of unsecured creditors to negotiate a
reorganization, which may include restructuring. A trustee will be appointed if
current management is incompetent or fraud is suspected; otherwise the existing
management will retain control. If no fair and feasible reorganization can be worked
out, then the firm will be liquidated under Chapter 7 procedures.

e. What are the major differences between an informal reorganization and


reorganization in bankruptcy? In answering this question, be sure to discuss the
following items: (1) common pool problem, (2) holdout problem, (3) automatic
stay, (4) cramdown, and (5) fraudulent conveyance.

Answer: There are many differences between voluntary reorganizations and reorganizations in
bankruptcy. Voluntary reorganizations are far less costly and relatively simple to
create as compared to reorganizations in bankruptcy. As a result, voluntary
reorganizations typically allow creditors to recover more money, and sooner, than
they would under legal bankruptcy. However, reorganizations in bankruptcy have
their advantages. First, they avoid holdout problems which can arise with voluntary
reorganizations (which occur when all creditors do not agree to the voluntary plan).
Second, because of the automatic stay provision, bankruptcy avoids the common pool
problem, where efforts to foreclose on the firm by one creditor cause the remaining
creditors to initiate foreclosure as well. Automatic stay, which is granted to all firms
in bankruptcy, limits creditors' abilities to foreclose unilaterally on the firm to collect
their claims. Third, under bankruptcy, interest and principal payments may be
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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 12
delayed without penalty until a reorganization plan is approved. Fourth, bankruptcy
permits the firm to issue debtor in possession (dip) financing to enhance the ability of
the firm to borrow funds for short-term liquidity purposes. Finally, bankruptcy gives
the debtor exclusive right to submit a proposed reorganization plan for agreement
from the parties affected.
While bankruptcy gives the firm a chance to work out its problems without the
threat of creditor foreclosure, it does not give the debtor free reign over the firm's
assets. First, bankruptcy law gives creditors the right to petition the bankruptcy court
to block almost any action the firm might take while in bankruptcy. Second,
fraudulent conveyance statutes, which are part of debtor-creditor law in most states,
protect creditors from unjustified transfers of property by a firm in financial distress.
In bankruptcy, it is much easier to gain acceptance of a reorganization plan,
because the bankruptcy court will lump the creditors into classes. Each class is
considered to have accepted a reorganization plan if a majority of the creditors in the
class (holding at least two-thirds of the amount of debt) vote for the plan, and the plan
will be approved by the court if it is deemed to be "fair and equitable" to the
dissenting parties. This procedure, in which the court mandates a reorganization plan
in spite of dissent, is called a cramdown.

f. What is a prepackaged bankruptcy? Why have prepackaged bankruptcies


become more popular in recent years?

Answer: Prepackaged bankruptcy is a relatively new type of reorganization which is a hybrid--


combining the advantages of both the informal reorganization and formal Chapter 11
reorganization. The debtor obtains agreement from all, or almost all, creditors to a
reorganization plan prior to filing for bankruptcy. The plan is then filed along with,
or shortly after filing, the bankruptcy petition. This method can avoid the holdout
problems of voluntary reorganizations, preserve creditors' claims, and provide
favorable tax treatment.

g. Briefly describe the priority of claims in a Chapter 7 liquidation.

Answer: Chapter 7 of the federal bankruptcy reform act provides for an equitable distribution
of the debtor's assets among the creditors. The distribution of assets is governed by
the following priority of claims:

• Secured creditors (who are entitled to the proceeds of the sale of specific property
pledged for a lien or a mortgage).

• Trustee's costs to administer and operate the bankrupt firm.

• Expenses incurred after an involuntary case has begun but before a trustee has
been appointed.
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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 13
• Wages due workers if earned within three months prior to filing of the petition in
bankruptcy.

• Claims for unpaid contributions to employee benefit plans that should have been
paid within six months prior to filing.

• Unsecured claims for customer deposits.

• Taxes due to federal, state, county, and any other government agency.

• Unfunded pension plan liabilities.

• General, or unsecured, creditors.

• Preferred stockholders.

• Common stockholders.

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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 14
h. Assume that Russ Brothers did indeed fail, and that it had the following balance
sheet when it was liquidated (in millions of dollars):

Current assets $40.0 Accounts payable $10.0


Net fixed assets 5.0 Notes payable (to banks) 5.0
Accrued wages 0.3
Federal taxes 0.5
State and local taxes 0.2
Current liabilities $16.0
First mortgage $ 3.0
Second mortgage 0.5
Subordinated debenturesa 4.0
Total long-term debt $ 7.5
Preferred stock 1.0
Common stock 13.0
Paid-in capital 2.0
Retained earnings 5.5
Total equity $21.5
Total assets $45.0 Total claims $45.0
A
the debentures are subordinated to the notes payable.

The liquidation sales resulted in the following proceeds:

From sale of current assets $14,000,000


From sale of fixed assets 2,500,000
Total receipts $16,500,000

For simplicity, assume that there were no trustee's fees or any other claims
against the liquidation proceeds. Also, assume that the mortgage bonds are
secured by the entire amount of fixed assets. What would each claimant receive
from the liquidation distribution?

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to a publicly accessible website, in whole or in part.

Mini Case: 22 - 15
Answer: The following table shows the liquidation distribution (millions of dollars):
Distribution to Priority Claimants
(in millions)

Proceeds from the sale of assets $16.5


Less:
1. 1st mortgage (paid from sale of fixed assets) 2.5
2. Accrued wages 0.3
3. Taxes due to federal, state, and local governments 0.7
Funds available for distribution to general creditors $13.0

Distribution to General Creditors

Distribution Percentage
Gen’l creditor Amt. Of pro rata after subord. Original claim
claims claim distrib.1 adjustment received
1st mortgage $ 0.5 $ 0.325 $ 0.325 94%
2nd mortgage 0.5 0.325 0.325 65
Notes payable 5.0 3.250 5.000 100
Accts. Payable 10.0 6.500 6.500 65
Subord. Deben.2 4.0 2.600 0.850 21
Total $20.0 $13.000 $13.000

Notes:

1. $13 million is available for distribution to general creditors; however, there is $20
million in general creditor claims, so the pro rata distribution will be $13/$20 =
0.65, or 65 cents on the dollar.

2. The debentures are subordinated to the notes payable. The amount of the
unsatisfied notes payable is $5.0-$3.25=$1.75 million.
$1.75 million is reallocated from the subordinated debentures to notes payable.

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Mini Case: 22 - 16

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