Bank Of America v.



D lent P some $93 million, secured by a nonrecourse first mortgage on P's principal asset, 15 floors of an office building in downtown Chicago. P defaulted, and D began foreclosure in a state court. P filed under Chapter 11. P's principal objective was to ensure that its partners retained title to the property so as to avoid roughly $20 million in personal tax liabilities, which would fall due if P foreclosed. The value of the mortgaged property was less than the balance due D. D had an unsecured deficiency of $38.5 million. P's plan called for D to get 16% of its present value on the unsecured claim and certain former partners P would contribute $6.125 million in new capital over the course of five years (the contribution being worth some $ 4.1 million in present value), in exchange for the Partnership's entire ownership of the reorganized debtor. D objected and, being the sole member of an impaired class of creditors, thereby blocked confirmation of the plan on a consensual basis. D sought confirmation under 'cramdown' process for imposing a plan on a dissenting class under §1129(b). As to a dissenting class of impaired unsecured creditors, such a plan may be found to be 'fair and equitable' only if the allowed value of the claim is to be paid in full, §1129(b)(2)(B)(i), or, in the alternative, if 'the holder of any claim or interest that is junior to the claims of such [impaired unsecured] class will not receive or retain under the plan on account of such junior claim or interest any property,' §1129(b)(2)(B)(ii). That latter condition is the core of what is known as the 'absolute priority rule.' P argued the absolute priority rule because certain old equity holders would receive property even though D's unsecured deficiency claim would not be paid in full. The court approved the plan. The District Court and the Court of Appeals affirmed. The Supreme Court granted certiorari.