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Absolute priority rule

The bankruptcy principle that each class of claim must be paid in full before the class below it receives anything, placing common stock last in line.

The ladder runs administrative and secured claims, then priority unsecured, then general unsecured, then preferred-stock, then common-stock. A junior class can only receive value with the consent of the senior classes above it, which sometimes happens as a small negotiated gift to buy a consensual plan and avoid litigation.

This is the rule that explains why a bankrupt stock's price is usually pure option value on a recovery scenario that the capital structure does not support.

Example: enterprise value in the plan is $700M against $650M of secured debt and $400M of unsecured. The secured class is made whole, unsecured recovers $50M on $400M, and equity receives nothing because the class above it was not paid in full.

Related: chapter-11, chapter-7, preferred-stock, common-stock, plan-of-reorganization

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