Official Form 25A (12/08)
United States Bankruptcy Court
__________________ District of _____________
In re
,
Case No. ____________________
Debtor
Small Business Case under Chapter 11
[NAME OF PROPONENT]’S PLAN OF REORGANIZATION, DATED [INSERT DATE]
ARTICLE I
SUMMARY
This Plan of Reorganization (the “Plan”) under chapter 11 of the Bankruptcy Code (the
“Code”) proposes to pay creditors of [insert the name of the debtor] (the “Debtor”) from
[specify sources of payment, such as an infusion of capital, loan proceeds, sale of assets, cash
flow from operations, or future income].
This Plan provides for __________ classes of secured claims; _____ classes of unsecured
claims; and ______ classes of equity security holders. Unsecured creditors holding allowed
claims will receive distributions, which the proponent of this Plan has valued at approximately
__ cents on the dollar. This Plan also provides for the payment of administrative and priority
claims [if payment is not in full on the effective date of this Plan with respect to any such claim
(to the extent permitted by the Code or the claimant’s agreement), identify such claim and briefly
summarize the proposed treatment.]
All creditors and equity security holders should refer to Articles III through VI of this
Plan for information regarding the precise treatment of their claim. A disclosure statement that
provides more detailed information regarding this Plan and the rights of creditors and equity
security holders has been circulated with this Plan. Your rights may be affected. You should
read these papers carefully and discuss them with your attorney, if you have one. (If you do
not have an attorney, you may wish to consult one.)
ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS
2.01
Class 1.
All allowed claims entitled to priority under § 507 of the Code
(except administrative expense claims under § 507(a)(2), [“gap”
period claims in an involuntary case under § 507(a)(3),] and
priority tax claims under § 507(a)(8)).
2.02
Class 2.
The claim of
, to the extent allowed
as a secured claim under § 506 of the Code.
Official Form 25A (12/08) - Cont.
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[Add other classes of secured creditors, if any. Note: Section
1129(a)(9)(D) of the Code provides that a secured tax claim which
would otherwise meet the description of a priority tax claim under
§ 507(a)(8) of the Code is to be paid in the same manner and over
the same period as prescribed in § 507(a)(8).]
2.03
Class 3.
All unsecured claims allowed under § 502 of the Code.
[Add other classes of unsecured claims, if any.]
2.04
Class 4 .
Equity interests in the Debtor. [If the Debtor is an individual ─
“The interests of the individual Debtor in property of the estate.”]
ARTICLE III
TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS,
U.S. TRUSTEES FEES, AND PRIORITY TAX CLAIMS
3.01 Unclassified Claims. Under section §1123(a)(1), administrative expense claims,
[“gap” period claims in an involuntary case allowed under § 502(f) of the Code,] and priority tax
claims are not in classes.
3.02 Administrative Expense Claims. Each holder of an administrative expense claim
allowed under § 503 of the Code [, and a “gap” claim in an involuntary case allowed under
§ 502(f) of the Code,] will be paid in full on the effective date of this Plan (as defined in Article
VII), in cash, or upon such other terms as may be agreed upon by the holder of the claim and the
Debtor.
3.03 Priority Tax Claims. Each holder of a priority tax claim will be paid [specify
terms of treatment consistent with § 1129(a)(9)(C) of the Code].
3.04 United States Trustee Fees. All fees required to be paid by 28 U.S.C. §1930(a)(6)
(U.S. Trustee Fees) will accrue and be timely paid until the case is closed, dismissed, or
converted to another chapter of the Code. Any U.S. Trustee Fees owed on or before the effective
date of this Plan will be paid on the effective date.
ARTICLE IV
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
4.01
Claims and interests shall be treated as follows under this Plan:
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Official Form 25A (12/08) - Cont.
Class
Impairment
Treatment
Class 1 - Priority
Claims
[State whether
impaired or
unimpaired.]
[Insert treatment of priority claims in this Class,
including the form, amount and timing of
distribution, if any. For example: “Class 1 is
unimpaired by this Plan, and each holder of a
Class 1 Priority Claim will be paid in full, in
cash, upon the later of the effective date of this
Plan as defined in Article VII, or the date on
which such claim is allowed by a final nonappealable order. Except: ________.”]
Class 2 – Secured
Claim of [Insert
name of secured
creditor.]
[State whether
impaired or
unimpaired.]
[Insert treatment of secured claim in this Class,
including the form, amount and timing of
distribution, if any.]
Class 3 - General
Unsecured
Creditors
[State whether
impaired or
unimpaired.]
[Add class[es] of secured claims if applicable]
[Insert treatment of unsecured creditors in this
Class, including the form, amount and timing of
distribution, if any.]
[Add administrative convenience class if
applicable]
Class 4 - Equity
Security Holders
of the Debtor
[State whether
impaired or
unimpaired.]
[Insert treatment of equity security holders in
this Class, including the form, amount and
timing of distribution, if any.]
ARTICLE V
ALLOWANCE AND DISALLOWANCE OF CLAIMS
5.01
Disputed Claim. A disputed claim is a claim that has not been allowed or
disallowed [by a final non-appealable order], and as to which either: (i) a proof of claim has been
filed or deemed filed, and the Debtor or another party in interest has filed an objection; or (ii) no
proof of claim has been filed, and the Debtor has scheduled such claim as disputed, contingent,
or unliquidated.
5.02
Delay of Distribution on a Disputed Claim. No distribution will be made on
account of a disputed claim unless such claim is allowed [by a final non-appealable order].
5.03
Settlement of Disputed Claims. The Debtor will have the power and authority to
settle and compromise a disputed claim with court approval and compliance with Rule 9019 of
the Federal Rules of Bankruptcy Procedure.
Official Form 25A (12/08) - Cont.
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ARTICLE VI
PROVISIONS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES
6.01
Assumed Executory Contracts and Unexpired Leases.
(a)
The Debtor assumes the following executory contracts and/or unexpired
leases effective upon the [Insert “effective date of this Plan as provided in Article VII,” “the date
of the entry of the order confirming this Plan,” or other applicable date]:
[List assumed executory contracts and/or unexpired leases.]
(b)
The Debtor will be conclusively deemed to have rejected all executory
contracts and/or unexpired leases not expressly assumed under section 6.01(a) above, or before
the date of the order confirming this Plan, upon the [Insert “effective date of this Plan,” “the date
of the entry of the order confirming this Plan,” or other applicable date]. A proof of a claim
arising from the rejection of an executory contract or unexpired lease under this section must be
filed no later than __________ (___) days after the date of the order confirming this Plan.
ARTICLE VII
GENERAL PROVISIONS
7.01 Definitions and Rules of Construction. The definitions and rules of construction
set forth in §§ 101 and 102 of the Code shall apply when terms defined or construed in the Code
are used in this Plan, and they are supplemented by the following definitions: [Insert additional
definitions if necessary].
7.02 Effective Date of Plan. The effective date of this Plan is the eleventh business day
following the date of the entry of the order of confirmation. But if a stay of the confirmation
order is in effect on that date, the effective date will be the first business day after that date on
which no stay of the confirmation order is in effect, provided that the confirmation order has not
been vacated.
7.03 Severability. If any provision in this Plan is determined to be unenforceable, the
determination will in no way limit or affect the enforceability and operative effect of any other
provision of this Plan.
7.04 Binding Effect. The rights and obligations of any entity named or referred to in
this Plan will be binding upon, and will inure to the benefit of the successors or assigns of such
entity.
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Official Form 25A (12/08) - Cont.
7.05 Captions. The headings contained in this Plan are for convenience of reference
only and do not affect the meaning or interpretation of this Plan.
[7.06 Controlling Effect. Unless a rule of law or procedure is supplied by federal law
(including the Code or the Federal Rules of Bankruptcy Procedure), the laws of the State of
____________ govern this Plan and any agreements, documents, and instruments executed in
connection with this Plan, except as otherwise provided in this Plan.]
[7.07 Corporate Governance. [If the Debtor is a corporation include provisions
required by § 1123(a)(6) of the Code.]]
ARTICLE VIII
DISCHARGE
[If the Debtor is not entitled to discharge under 11 U.S.C. § 1141(d)(3) change this heading to
“NO DISCHARGE OF DEBTOR.”]
8.01. [Option 1 – If Debtor is an individual and § 1141(d)(3) is not applicable]
Discharge. Confirmation of this Plan does not discharge any debt provided for in this
Plan until the court grants a discharge on completion of all payments under this Plan, or as
otherwise provided in § 1141(d)(5) of the Code. The Debtor will not be discharged from any
debt excepted from discharge under § 523 of the Code, except as provided in Rule 4007(c) of the
Federal Rules of Bankruptcy Procedure.
[Option 2 -- If the Debtor is a partnership and section 1141(d)(3) of the Code
is not applicable]
Discharge. On the confirmation date of this Plan, the debtor will be discharged from any
debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to
the extent specified in § 1141(d)(1)(A) of the Code. The Debtor will not be discharged from any
debt imposed by this Plan.
[Option 3 -- If the Debtor is a corporation and § 1141(d)(3) is not applicable]
Discharge. On the confirmation date of this Plan, the debtor will be discharged from any
debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to
the extent specified in § 1141(d)(1)(A) of the Code, except that the Debtor will not be discharged
of any debt: (i) imposed by this Plan; (ii) of a kind specified in § 1141(d)(6)(A) if a timely
complaint was filed in accordance with Rule 4007(c) of the Federal Rules of Bankruptcy
Procedure; or (iii) of a kind specified in § 1141(d)(6)(B).
[Option 4 – If § 1141(d)(3) is applicable]
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Official Form 25A (12/08) - Cont.
No Discharge. In accordance with § 1141(d)(3) of the Code, the Debtor will not receive
any discharge of debt in this bankruptcy case.
ARTICLE IX
OTHER PROVISIONS
[Insert other provisions, as applicable.]
Respectfully submitted,
By: _______________________________________
The Plan Proponent
By:_________________________________________
Attorney for the Plan Proponent
Form 25A, Instructions (12/08)
Instructions for Small Business Plan of Reorganization Form
BACKGROUND AND GENERAL INSTRUCTIONS
1. This small business chapter 11 plan of reorganization form is promulgated
pursuant to § 433 of the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005. It may be used in cases where the debtor (whether an
individual or an artificial entity) is a small business debtor under § 101(51D)
of the Code. This form is intended to be used in conjunction with the small
business chapter 11 disclosure statement form (Official Form 25B). Because
the type of debtor and the details of the proposed plan will vary from case to
case, this form is intended to provide an illustrative format, rather than a
specific prescription for the language or content of a plan in any particular
case.
2. Some language in this form appears in brackets. The bracketed language
sometimes instructs the plan’s proponent to provide certain information and
sometimes provides optional or alternative language that should be used when
and where appropriate. Proponents should make the necessary insertions
and/or delete inapplicable language.
SPECIFIC INSTRUCTIONS
SUMMARY
3. The first article should provide a summary of the debtor’s proposed plan. It
should describe the manner in which the plan will be consummated and the
source of funds for payments to be made under the plan. These sources might
include an infusion of capital, loan proceeds, sale of assets, cash flow from
operations, or future income. The summary should also describe the treatment
of the various classes of claimants under the plan.
CLASSIFICATION OF CLAIMS AND INTERESTS
4. The second article describes each class of claimants that will receive a
distribution under the plan. The first class consists of claimants entitled to
priority pursuant to § 507 of the Code other than those entitled to priority
under § 507(a)(2), (3), or (8). The next class or group of classes consists of
creditor(s) with allowed secured claims. Secured creditors are usually
classified individually, with each secured creditor being placed in its own
separate class. Classes of secured creditors should be added as necessary.
Next, unsecured claimants, not entitled to priority, should be classified. The
proponent may, to the extent allowed by law, create additional classes of
unsecured claims, including an administrative convenience class pursuant to §
Form 25A Inst. (12/08) – Cont.
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1122(b) of the Code. The last class comprises the holders of equity interests
in the debtor.
TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS, U.S. TRUSTEES
FEES, AND PRIORITY TAX CLAIMS
5. The treatment of certain claims, such as administrative expense claims,
allowed under § 503 of the Code, and priority tax claims, allowed under
§507(a)(8) of the Code, is statutorily specified. These claims are not,
therefore, placed into classes. Their treatment is described in the third Article.
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
6. The fourth article specifies the treatment accorded the various classes of
claims and interests provided for under the plan.
7. Priority claimants other than those allowed under §§ 503 and 507(a)(8) must
be classified and paid in full under the plan unless the claimant agrees
otherwise.
8. Each secured creditor is generally placed in its own class, with a particular
treatment specified for that class. Section 1129(a)(9)(D) of the Code provides
that a secured tax claim which would otherwise meet the description of a
priority tax claim under § 507(a)(8) of the Code is to be paid in the same
manner and over the same period as prescribed in § 507(a)(8).
9. The plan should describe the treatment of the general unsecured claims. An
administrative convenience class may be created pursuant to § 1122(b) of the
Code, and other classes of unsecured claims may be created to the extent
permitted by applicable law.
10. Finally, the plan should describe the treatment of equity interests.
ALLOWANCE AND DISALLOWANCE OF CLAIMS
11. The fifth article addresses the treatment of disputed claims. A “disputed
claim” is a claim that has not been allowed or disallowed. No distribution will
be made on account of a disputed claim unless such claim is allowed. The
debtor will have the power and authority to settle and compromise a disputed
claim with court approval and compliance with Rule 9019.
PROVISIONS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES
12. The sixth article deals with executory contracts and unexpired leases. The
plan proponent should list all executory contracts and unexpired leases that it
has already assumed, or which it intends to assume under the plan. All other
executory contracts will be deemed rejected.
GENERAL PROVISIONS
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Form 25A Inst. (12/08) – Cont.
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13. The seventh article provides certain general provisions. Definitions from the
Code are incorporated by reference, and any other definitions required by the
plan should be listed in section 7.01 of the plan. If a governing law clause is
desired, it should be included here, and if the debtor is a corporation,
provisions required by §1123(a)(6) of the Code should be included.
DISCHARGE
14. The eighth article describes the effect of discharge under the plan. When and
whether the debtor is entitled to a discharge will depend, among other things,
upon whether the debtor is an individual, partnership, or corporation, and
whether the debtor is continuing in business after consummation of the plan.
The proponent should choose the appropriate language from the options
provided.
OTHER PROVISIONS
15. To the extent that other provisions, not provided in the plan, are desired, they
should be placed in the ninth article.
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Form 25A
COMMITTEE NOTE
This form is new. It implements § 433 of the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005, Pub. L. No. 109-8, 119 Stat. 23
(April 20, 2005). This form for a small business chapter 11 plan of reorganization
may be used in cases where the debtor (whether an individual or an artificial
entity) is a small business debtor under § 101(51D) of the Code. The form is
intended to be used in conjunction with the small business chapter 11 disclosure
statement form (Official Form 25B).
Because the type of debtor and the details of the proposed plan of
reorganization may vary, the form is intended to provide an illustrative format,
rather than a specific prescription for the language or content of a plan in any
particular case. The form includes instructions and examples of the types of
information needed to complete it.
