Cash Collateral and DIP Loan Contests (Series: Bankruptcy Battle Royale)

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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 the information it
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MEET THE FACULTY
Moderator:
Mark Melickian – Sugar Felsenthal Grais & Helsinger
Panelists:
Michael Atkinson – Province
Michael Riela – Tannenbaum Helpern
Christopher B. Wick – Hahn Loeser
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ABOUT THIS WEBINAR:
Cash Collateral and DIP Loan Contests
Show me the money! Debtors in Chapter 11 cases cannot survive without money to continue operations, pay
vendors and professionals, and work to restructure debt and/or sell assets. Where do those necessary funds
come from? There are really only two sources – cash the debtor has or can generate (in either case,
generally the collateral of the secured lender) or new money coming into estate in the form of a post-
petition debtor-in-possession (DIP) loan. At the very outset of the case, a debtor must obtain a court order
allowing it to use its cash when that cash is the collateral of a third party or must obtain authority from the
court to borrow funds. In either case, what the debtor is permitted or not permitted to do can seal the fate
of a case from the outset. As a result, the battles over the terms of the use of cash collateral or DIP
financing are some of the most hotly contested in the Chapter 11 process. This webinar examines the issue
involved and how the various constituencies fight about them.
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ABOUT THIS SERIES:
BANKRUPTCY BATTLE ROYALE 2019 -
COMMON COMMITTEE CONTROVERSIES
No matter how you are involved in a Chapter 11 bankruptcy proceeding, there is a real chance you will wind
up litigating some issue. Litigating in bankruptcy court, however, is very different than litigating in any
other federal or state court because the customs, rules and players are all different. This webinar is
designed for the litigator who does not generally find herself in front of a bankruptcy judge As with all
Financial Poise Webinars, each episode in the series episode is delivered in Plain English, bringing you into
engaging, sometimes humorous conversations designed to entertain as they teach. And, as with all
Financial Poise Webinars, 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 of the episodes.
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EPISODES IN THIS SERIES
2/26/19 Episode #1:
Cash Collateral and DIP Loan Contests
3/26/19 Episode #2:
Anatomy of a Preference Action
4/23/19 Episode #3:
Anatomy of a Fraudulent Transfer
5/21/19 Episode #4:
Contesting Confirmation
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Dates shown are premiere dates.
All webinars will be available
On Demand approximately 4 weeks
after they premiere.

EPISODE #1:
CASH COLLATERAL AND DIP LOAN
CONTESTS
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OVERVIEW
• Debtor Financing and Use of Cash Collateral
• Adequate Protection Issues for the Debtor’s Lenders
• Motions for Authorization to Use Cash Collateral and/or
PostPetition Financing
• Resolving Cash Collateral Disputes by Financing the
Debtor’s Business
• Resolving Cash Collateral and PostPetition Financing
Disputes
• Miscellaneous Considerations
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DEBTOR FINANCING
AND
USE OF CASH COLLATERAL

INTRODUCTION
• Debtor-In-Possession (DIP) Loan (from debtor’s existing or
new lenders)
✓ Necessary where there’s not enough cash flow to operate
long enough to achieve desired goal
✓ Problems with prepetition lenders:
o Typically try to protect prepetition position by cross-
collateralizing the loan
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INTRODUCTION (cont’d)
o May use “drop dead” triggers to limit ability to
challenge its liens
o May use the DIP financing order to lock up the
sale/plan process to acquire the business or its assets
o Provisions could unduly favor lender because of
leverage disparity with debtor
12

INTRODUCTION (cont’d)
• Cash Collateral
✓ In rare cases where the company generates sufficient cash
from operations, this can be used to fund ongoing
operations with court authorization
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APPLICABLE BANKRUPTCY CODE
PROVISIONS
• 11 U.S.C.A § 364(a)
✓ Debtor is allowed to incur unsecured debt in the ordinary
course of business
• 11 U.S.C.A § 364(b)
✓ Debtor may seek court approval for an unsecured loan other
than in the ordinary course of the debtor’s business
✓ Court can approve as an administrative priority
14

PROVISIONS (cont’d)
• 11 U.S.C.A § 364(c)
✓ Debtor may obtain a post-petition secured loan through liens
on unencumbered property or junior liens on encumbered
property
• 11 U.S.C.A § 364(d)
✓ If credit cannot be obtained on the above terms, debtor may
seek approval with liens that prime pre-existing liens
15

APPLICABLE BANKRUPTCY CODE PROVISIONS
(cont’d)
If debtor only needs funds produced from its operation to finance
reorganization:
•11 U.S.C.A § 363(a) defines cash collateral as:
✓ Cash, negotiable instruments, documents of title, securities, deposit
accounts, or other cash equivalents whenever acquired in which the
estate and an entity other than the estate have an interest and
includes the proceeds, products, offspring, rents, or profits of
property and the fees, charges, accounts or other payments for the use
or occupancy of rooms and other public facilities in hotels, motels, or
other lodging properties subject to a security interest as provided in
section 552(b) of this title, whether existing before or after the
commencement of a case under this title.
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PROVISIONS (cont’d)
• A particular state’s laws may determine whether court approval
is required
17

GENERAL CONSIDERATIONS
• To protect its cash collateral, secured creditor should request
the debtor provide written assurances it will not use, will
segregate, will reconcile and will account for all cash collateral.
✓ If not provided immediately, request bankruptcy order
prohibiting use of cash collateral
• Code does not provide specific sanctions for unauthorized use
18

GENERAL CONSIDERATIONS (CONT’D)
• If use of cash collateral is contested, debtor will be highly
motivated to settle related litigation because a loss would
likely end an attempt of reorganization
✓ This provides the secured creditor with a leg-up for
negotiating settlement
19

GENERAL CONSIDERATIONS (CONT’D)
• Settlement of cash collateral litigation can be structured in 2
ways:
✓ An agreement whereby the secured creditor consents to
the debtor’s use of cash collateral
✓ An agreement whereby the secured creditor makes a new
loan to the debtor
20

ADEQUATE PROTECTION
ISSUES FOR THE
DEBTOR’S LENDERS

AP GENERALLY
• To obtain court authorized use of cash collateral, debtor must
demonstrate the secured creditor is adequately protected
✓ Preserves the value of the secured creditor’s bargain by
placing restrictions upon rights that would otherwise be
under the security agreement and state law
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AP GENERALLY (cont’d)
• Automatic Stay
✓ AP compensates creditor for any decrease in value of
interest in the collateral during the stay
• Use of Collateral in Debtor’s Business
✓ AP compensates for decrease in value of interest in the
collateral caused by debtor’s use
23

STANDARD FOR EVALUATING AP
In re Martin (8th Circuit) 3-part test:
1. Establish the value of the creditor’s interest in the
collateral
2. Identify the risks to that value resulting from the debtor’s
proposed use, sale, or lease of the collateral
3. Determine whether the debtor’s proposed means of AP
protects value against those risks as nearly as possible in
accordance with the concept of “indubitable equivalence”
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1.ESTABLISH THE VALUE OF THE CREDITOR’S
INTEREST IN THE COLLATERAL
• Value is the lesser of the value of the collateral or the amount of its
debt (Evidence of both required)
• Oversecured Creditor:
✓ Limited to the amount of its debt (including interest and
attorney’s fees)
• Undersecured Creditor:
✓ Equal to the value of the collateral
25

2. IDENTIFY THE RISKS TO THAT VALUE RESULTING
FROM THE DEBTOR’S PROPOSED USE, SALE, OR
LEASE OF THE COLLATERAL
Debtor’s proposed use of the secured creditor’s collateral can affect its
value, depending on the collateral type.
• Cash, inventory, and accounts will be used up or consumed in the
business
• Equipment will depreciate
• Real estate may depreciate or even appreciate
26

3. DETERMINE WHETHER THE PROPOSED
MEANS OF AP PROTECTS VALUE AGAINST
THOSE RISKS
• Means of AP must be equivalent in value to the predicted amount
of impairment
• Type of collateral:
✓ Soft
o Used up or consumed in the operation of the debtor’s
business
27

3. DETERMINE WHETHER THE PROPOSED
MEANS OF AP PROTECTS VALUE AGAINST
THOSE RISKS
✓ Hard
o Not used up or consumed, such as buildings and machinery
o May depreciate, but will still be around at the end of the
bankruptcy
• If collateral doesn’t depreciate (real estate), may only need AP
against waste
28

METHODS OF PROVIDING AP
• Replacement Liens
✓ Upon bankruptcy filing, secured creditor’s rights in new
accounts and inventory created after the petition date are cut
off
✓ Most common method for soft collateral
✓ Sufficient only if quality/quantity of postpetition inventory
and receivables are maintained at the same level as the outset
of the case (Won’t happen if debtor continues to lose money
in operation)
29

METHODS OF PROVIDING AP
• Periodic Cash Payments
✓ Sufficient for soft collateral and hard collateral if payments
are enough to compensate creditor for diminution in value
30

METHODS OF PROVIDING AP (cont’d)
• Proposed Use of Cash Collateral
✓ Ex. If the debtor proposes to spend the cash to harvest crops or
fees livestock subject to the creditor’s security interest
• Equity Cushion
✓ Excess value in collateral above the amount of the creditor’s
debt (Common with real estate)
✓ Rarely used with soft collateral but may suffice when used with
other methods of AP
31

MOTIONS FOR AUTHORIZATION
TO USE CASH COLLATERAL
AND/OR FOR
POSTPETITION FINANCING

GENERALLY
• 11 U.S.C.A § 363(c)
✓ Permits court to authorize use of cash collateral only after
notice and hearing
o Biggest issue is how far in advance to give notice
✓ Hearing must be scheduled in accordance with needs of the
debtor and court is instructed to act promptly
33

GENERALLY (cont’d)
• Rule 4001:
✓ Request must be made by motion and served on any entity
with an interest, the creditors’ committee, and any other
committees (or 20 largest creditors)
✓ Final hearing must be 14 days later (Can have a preliminary
hearing with notice)
34

GENERALLY (cont’d)
• Secured creditor often not given enough notice to provide
meaningful defense
• Court can authorize use on an interim basis if necessary
• Most courts insist the creditors’ committee be given 30-60
days at least to conduct an investigation before any waiver of
claims will be effective against them
35

CASH COLLATERAL HEARING
• 3 Primary Issues
✓ What is the extent of the secured creditor’s interest in cash
collateral and other properties of the estate?
✓ To what extend will the creditor’s interest be adversely affected
by the debtor’s use of cash collateral?
✓ Can the interest be adequately protected in connection with
the used of its cash collateral?
36

CASH COLLATERAL HEARING (cont’d)
• Creditor has burden of proving validity, priority, and extent of its
interest in property.
✓ Must offer into evidence: security agreements, financing
statements, mortgages, and any other docs relevant
37

VALUE OF COLLATERAL
• 11 U.S.C.A § 506(a)
✓ Valuation of collateral is to be conducted in light of the purpose of
the valuation and the proposed disposition or use of the collateral
• Undervaluation can adversely affect: the amount a creditor received on
account of the secured claim under the plan, priority under section
507(b), and right to interest and charges under section 506(b)
• Creditor should insist debtor provide periodic financial reports
• Creditor has burden of proving validity, priority, and extent of its
interest in property.
38

RESOLVING CASH COLLATERAL
DISPUTES BY FINANCING
THE DEBTOR’S BUSINESS

TERMS OF AGREEMENT FOR USE
OF CASH COLLATERAL
• Documented in a written agreement effective only upon court approval
or in an order the parties stipulate to and submit to the court
• Principal issue in negotiation is what AP the creditor requires in
exchange for its consent of the use of collateral
40

OF CASH COLLATERAL (cont’d)
• Secured creditor should want:
✓ AP sufficient to protect against erosion during case and insist on
additional lien on hard collateral, periodic cash payments, or some
other form of protection
✓ Provision prohibiting debtor from granting superpriority
claims/liens without consent
✓ The debtor to develop a budget for reorganization and require
reports
41

• Secured creditor should want (cont’d):
✓ Covenants dealing with debtor’s inventory levels, aging of
accounts receivable, working capital, and similar matters from
commercial loan agreements
✓ Release from potential liability from avoidance actions
✓ Provision requiring DIP to waive right under section 506(c) to
surcharge the collateral
42

• Postpetition interest is a major issue and generally only
oversecured creditors are entitled to it (to the extent the value of
its collateral exceeds the amount of the debt)
43

• If chapter 11 is converted to chapter 7, agreement should deal with:
✓ If AP later proves inadequate, the secured creditor may be
entitled to a section 507(b) superpriority claim to make up the
deficiency
o Though 726(b) claims likely have priority over 507(b) claims
✓ Should be enforceable in the absence of fraud or overreaching
44

POSTPETITION EXTENSIONS OF CREDIT
• Secured creditor typically bargains for the right to apply its cash
collateral to its prepetition loan and for a higher priority claim
• Section 364 governs and provides 4 routes:
✓ Obtain loan in the ordinary course of business
✓ Lender given first –priority administrative claim for additional
funds
✓ Security interest limited to a lien on encumbered property or to
a subordinate lien on already encumbered property
✓ Priming lien on property that is already encumbered
45

TERMS OF AGREEMENT FOR
POSTPETITION EXTENSIONS OF CREDIT
• Priority, priming liens, and interest
✓ Superpriority claim
✓ Prime existing liens against debtor’s property (even if prepetition
loan docs with other creditors expressly prohibit such
subordination)
✓ Oversecured creditors entitled to postpetition interest
46

TERMS OF AGREEMENT FOR
POSTPETITION EXTENSIONS OF CREDIT (cont’d)
• Additional covenants to protect the secured lender
✓ Should include many same provisions as cash collateral
agreement
• Lock-up agreements
✓ Clauses addressing the secured lender’s approval or vote in favor
of the debtor’s subsequent plan of reorganization (Must be
drafted carefully to be enforceable)
47

TERMS OF AGREEMENT FOR POSTPETITION
EXTENSIONS OF CREDIT (cont’d)
• Liens on the debtor’s Chapter 5 causes of action
✓ Significant doubt exists as to whether such liens are permissible
• Rolling up prepetition debt
✓ Allows lenders to convert prepetition debt into postpetition debt
48

TERMS OF AGREEMENT FOR POSTPETITION
EXTENSIONS OF CREDIT (cont’d)
• Cross-collateralization clause (Not enforceable unless approved by a
reluctant court)
✓ Provides either:
o That both the creditor’s pre and postpetition debts shall
constitute a priority claim, or
o That both the creditor’s pre and postpetition debts are secured
by the debtor’s pre and postpetition assets
49

RESOLVING CASH COLLATERAL
AND POSTPETITION DISPUTES

ADVANTAGES OF 364 FINANCING OVER
AGREEMENTS FOR THE USE OF CASH
COLLATERAL
• Two advantages already described:
✓ Creditor can obtain a claim that has a higher priority than it
would through AP
✓ Creditor’s right to postpetition interest is clear
51

ADVANTAGES OF 364 FINANCING OVER
AGREEMENTS FOR THE USE OF CASH
COLLATERAL (cont’d)
• Additionally:
✓ Creditor is able to apply its cash collateral to the prepetition loan,
thereby converting its prepetition claim into a priority postpetition
claim
o Debtor must pay this priority claim in full at plan confirmation,
whereas a prepetition claim will be paid only in accordance with
the terms of the plan
✓ Creditor is protected even if the order authorizing extension of credit
is appealed
52

MISCELLANEOUS
CONSIDERATIONS

• Second Lien Financing
✓ Financing via a second lien on the debtor’s assets provides the
bank with a most attractive position than if it extended an
unsecured loan to the debtor
✓ May also allow the debtor to obtain a better loan rate
✓ Hard to obtain during downturns in financial markets where
credit is less widely available
54
MISCELLANEOUS CONSIDERATIONS

• Commingling Proceeds
✓ Common for creditor to permit debtor to deposit cash proceeds
of its collateral in the debtor’s general bank account
✓ Commingling of proceeds does not terminate the security
interest to the extent that the funds can be traced
55
MISCELLANEOUS CONSIDERATIONS (cont’d)

• After-Acquired Property
✓ 552: A creditor’s prepetition lien does not extend to property the
estate acquires after the commencement of a bankruptcy case,
with certain exceptions
• Proceeds of After-Acquired Property
✓ 552(b)(1): If a secured party’s security agreement covers
prepetition property, the security interest shall extend to any
postpetition proceeds of that property to the extent provided for
in the security agreements and by applicable nonbankruptcy law
56
CONT’D

• Rents and Hotel Revenues
✓ 552(b)(2): With certain exceptions, where a creditor has a
prepetition security interest that extends to property of the
debtor acquired prepetition and to amounts paid as rents of the
property or the fees, charges, accounts…, the creditor continues
to have a security interest in such rents, etc., except to any
extent the court (after notice and hearing) orders otherwise.
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CONT’D

QUESTIONS?
58

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.
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ABOUT THE FACULTY
MICHAEL ATKINSON – matkinson@provincefirm.com
Mr. Atkinson provides a variety of financial advisory, consulting, expert witness and fiduciary services to debtors, their lenders, unsecured
creditors, post-confirmation trusts, plan administrators, boards of directors, and avoidance action defendants. He has served as financial
advisor, expert, or accountant with respect to bankruptcy and restructuring issues, including business stabilization, cash flow
improvement, financial projections, strategic business plans, debt restructuring, reorganization plan development, analysis, feasibility and
negotiation, pension issues, fraud investigation, solvency analyses, business valuation, detailed liquidation and payout analyses,
substantive consolidation issues, asset liquidation, preference actions, and claims analyses. Mr. Atkinson has previously served as Chief
Restructuring Officer, Chief Financial Officer, and Trustee to troubled companies. He has vast experience in a wide range of industries
including restaurants, retail, grocery and supermarkets, convenience stores, hospitality, food distribution, healthcare, manufacturing,
energy, telecommunications, equipment leasing, utilities, construction, mining, wholesale distribution, publishing, real estate, and
insurance.
Mr. Atkinson has led over 50 creditors’ committee cases and debtor cases in his career. He has served as financial advisor in bankruptcies
including Nine West, Gymboree, Alpha Natural Resources, Health Diagnostic Laboratory, Circuit City, Linens ‘n Things, and Erikson
Retirement Communities. Mr. Atkinson has represented over 30 post-confirmation trusts including those of Chi-Chi’s, ATA Airlines,
Murray’s Inc., and United Petroleum.
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ABOUT THE FACULTY
MICHAEL RIELA – Riela@thsh.com
Mike Riela is a partner in Tannenbaum Helpern’s Creditors’ Rights and Business Reorganization practice. With more than 15 years of experience, Mike advises companies on complex
restructuring, distressed M&A, loan transactions and bankruptcy related litigation matters. Mike has in-depth experience in advising clients on corporate and real estate bankruptcies, workouts,
Chapter 11 and Chapter 7 bankruptcy cases, debtor-in-possession (DIP) and bankruptcy exit loan facilities, secondary market trading of distressed debt and trade claims, Section 363 sales and
bankruptcy retention and fee agreements and disputes. His clients include banks, administrative agents, indenture trustees, hedge funds, private equity firms, professional services firms, trade
creditors, contract counterparties, shareholders, debtors and investors.
Mike has represented buyers of assets in Section 363 and out-of-court sales from sellers such as Evergreen Solar, Inc., Sonic Telecommunications International, Ltd, Urban Communicators PCS
Limited Partnership, US Aggregate, Inc., and Vectrix Corporation, as well as representing lenders, trustees and administrative agents in major Chapter 11 cases and workouts such as Delta Air
Lines, Inc., Extended Stay Inc., Buffets Inc., Legends Gaming LLC, Nortel Networks, Premier International Holdings Inc., and many others.
Mike also works with clients on cybersecurity and data privacy issues, including the assessment and investigation of information security and data breach incidents. Before any data breaches
occur, Mike prepares and helps clients implement written information security programs, systems access policies, and incident response plans. After clients suffer a breach, Mike assists with their
response and advises on their legal duties, including clients’ duties under various security breach notification laws.
Prior to joining Tannenbaum Helpern, Mike was a shareholder at Vedder Price and was a counsel at Latham & Watkins. He has been recently selected to serve on the 2016 Bankruptcy editorial
advisory board for the Law360 publication. Mike can be reached at riela@thsh.com or at 212.508.6773 or connect with him on LinkedIn: https://www.linkedin.com/in/michael-riela-9644658
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1

ABOUT THE FACULTY
CHRISTOPHER WICK – cwick@hahnlaw.com
Christopher B. Wick focuses his practice in the Creditors’ Rights, Reorganization and Bankruptcy, and
Litigation Areas. He has experience representing debtors, creditors and creditors’ committees in
bankruptcy and insolvency proceedings. Chris has represented businesses and financial institutions in
business reorganizations, workouts, and restructurings; represent companies in defense of preference
actions; and represent businesses in foreclosure actions, and replevin actions.
Among his accomplishments, Chris is listed in the 2005, 2006 & 2010-13 editions of “Ohio Rising Stars”
by Ohio Super Lawyers, and the 2014 edition of Ohio Super Lawyers for Bankruptcy and Business
Litigation. He is a member of the Cleveland Bridge Builders Class of 2007, and a former finalist for Inside
Business magazine’s Top 25 Under 35 Movers & Shakers. Chris also serves on the board of directors of the
Friends Group of Achievement Centers for Children.
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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.
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