Shumaker Manufacturing

A Legal & Industry Review

“Vendor Section 503(b)(9) Administrative Priority Claims: When Goods are Received is Critical”

Debtors in Chapter 11 proceedings rarely pay unsecured creditors a meaningful dividend on prepetition accounts receivable balances, much less pay them in full.  In an era of aggressive lending to place capital in the market, loan to value ratios are high.  When a company experiences financial distress or insolvency, unsecured creditors may be “out of the money” from the get-go.  To improve its outcome, a vendor must pursue available “vendor” remedies, including critical vendor status, the assumption of a sales contract, reclamation, exercise of setoff, or a priority administrative claim under Section 503(b)(9) of the Bankruptcy Code, known as a “20-day administrative priority.”

The 20-day administrative priority claim allows a vendor to effectively convert a portion of its prepetition accounts receivable balance to a post-petition administrative priority claim.  Since administrative priority claims are normally paid in full (absent “administrative insolvency”), this remedy significantly improves the outcome for the vendor.  To qualify, the vendor must establish the value of goods it delivered to the debtor that were received by the debtor within 20 days prior to the Chapter 11 filing.  Continue reading

“Takata: The Unfortunate Recall” featured in the ACC Charlotte Chapter’s December Newsletter

David Conaway’s article, “Takata: The Unfortunate Recall”, was featured in the  Association of Corporate Counsel Charlotte Chapter’s December 7, 2017 Newsletter. In the article, David discusses Takata’s airbag recall and the economic ramifications for its stakeholders, in connection with Takata’s Chapter 11 filing cross-border insolvency proceedings. Continue reading

“When Worlds Collide: Article 2 of the Uniform Commercial Code and Chapter 11,” American Bankruptcy Institute, ABI Committee Newsletter, Volume 14, Number 3, July 2016

David Conaway’s article, “When Worlds Collide: Article 2 of the Uniform Commercial Code and Chapter 11” was the lead article in the American Bankruptcy Institute’s Unsecured Trade Creditors Newsletter, July 2016.

ABI logo Continue reading

Bracing for Takata Bankruptcy

The Wall Street Journal, June 16, 2017 edition, reports that Takata Corporation is preparing a bankruptcy filing, as soon as next week, in both Japan and the United States.  A key reason for the United States’ Chapter 11 filing is to utilize the strategic tool, a Section 363 sale, to consummate a “takeover” deal with rival Key Safety Systems, Inc.  Section 363 allows a Chapter 11 debtor to sell all of its assets to a third party, free and clear of certain liabilities.  Key issues  for creditors in the Chapter 11 case will include the allocation of the purchase price paid; the liabilities assumed by Key Safety Systems, Inc.; and the allocation and impact of the recall costs among Takata’s stakeholders, including the affected automakers.

We hope you found this useful and informative.  Please contact us if you have any questions about this or any other matter. Takata[1]


Recent Article on the Nuts and Bolts of Section 503(b)(9) Claims in Chapter 11 Cases


The so-called 20-day administrative priority claim (set forth in Section 503(b)(9) of the Bankruptcy Code) is perhaps the best remedy available to vendor creditors in Chapter 11 cases.

In 2005, Congress amended the U.S. Bankruptcy Code and added Chapter 15 (cross-border insolvency), and the game-changing Section 503(b)(9) claim, which functionally eclipsed the reclamation claim. At its essence, Section 503(b)(9) claims allow vendors to convert a portion of their pre-petition claims (arising from goods delivered within 20 days prior to filing) from near valueless general unsecured claims to administrative priority claims, which are generally paid in Chapter 11 cases. Section 503(b)(9) claims have had a major impact on Chapter 11 cases because they add a significant financial obligation that must be paid. Naturally, Chapter 11 debtors and their lenders have challenged such claims to minimize the financial impact of Section 503(b)(9). Since 2005, there have been a number of reported and unreported cases that provide guidance on successfully utilizing the remedy.

Below is an excellent article by my partner David Grogan on the nuts and bolts of Section 503(b)(9) claims in Chapter 11 cases.

We hope you find this useful and informative. Please contact us if you have any questions about this, or any other matter.

The Chapter 11 Vendor Game Changer: Section 503(b)(9) Claims