Ps planned to build a parking structure. Ps obtained a $142 million loan from Longview Ultra Construction Loan Investment Fund, for which D serves as trustee. Eventually, Ps filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. Ps submitted a Chapter 11 plan. The plan proposed to dissolve Ps and to sell substantially all of their assets pursuant to procedures set out in a contemporaneously filed “Sale and Bid Procedures Motion.” Ps sought to auction their assets to the highest bidder, with the initial bid submitted by a “stalking horse”-- a potential purchaser who was willing to make an advance bid of $47.5 million. Under Ps' proposed auction procedures, D would not be permitted to bid for the property using the debt it is owed to offset the purchase price, a practice known as “credit-bidding.” D would be forced to bid cash. Ps sought to confirm the plan under the cramdown provisions of §1129(b)(2)(A). The Court denied the plan concluding that the proposed auction procedures did not comply with §1129(b)(2)(A)'s requirements for cramdown plans. The Bankruptcy Court certified an appeal directly to the United States Court of Appeals for the Seventh Circuit. The court affirmed, holding that §1129(b)(2)(A) does not permit debtors to sell an encumbered asset free and clear of a lien without permitting the lienholder to credit-bid.