About the Course
Introduction
This CLE webinar will examine recent trends in the use of rights offerings and backstops as a financing mechanism, review the rights offerings process under the Bankruptcy Code, and discuss debtor and creditor strategies in negotiating and executing these financing structures. The panel will explore the implications of In re ConvergeOne Holdings Inc., No. 24-02001 (S.D. Tex. Sept. 25, 2025), the increased scrutiny of non-pro rata structures, and the decision's serious implications for all parties in the reorganization process if the logic of the decision gains traction.
Description
Rights offerings remain a popular form of bankruptcy financing allowing debtors to emerge successfully from Chapter 11. In a rights offering, the current stakeholders (shareholders, bondholders) of the debtor have the opportunity to fund a debtor's emergence from Chapter 11 by purchasing equity issued by the reorganized debtor under its plan of reorganization. Debtors' equity holders can use a rights offering to protect their original investment from total elimination while avoiding the thorny legal issues arising under a new value plan.
ConvergeOne rejected as violative of 11 U.S.C. 1123(4) widely accepted assumptions about who could or must be offered backstop options, which provide stakeholders an opportunity to enhance their recoveries through new investment in the reorganized debtor at a discount to plan value.
It remains to be seen whether debtors can use previously effective strategies to minimize creditor challenges and maximize their chances of court approval.
Listen as our authoritative panel of practitioners discusses rights offerings in Chapter 11 bankruptcies and strategies for debtors and creditors proposing or objecting to a rights offering.
Presented By
Mr. Husnick represents debtors, creditors, equity holders, and other stakeholders in all aspects of corporate liability management, restructuring, bankruptcy, and insolvency proceedings. He has represented clients in a variety of industries, including energy, retail, infrastructure, manufacturing, transportation and distribution, hospitality and gaming, real estate, automotive, and printing. Mr. Husnick is a lecturer in the law at the University of Chicago Law School and a contributing author for Collier on Bankruptcy—the leading treatise on bankruptcy law.
Mr. Mazza represents debtors, creditors, asset purchasers and private equity investors in corporate restructuring transactions, both in and out-of-court, involving clients’ interests across the globe. His experience extends to a wide variety of industries, including automotive, airlines, energy, financial services, healthcare, gaming, real estate and retail. Mr. Mazza also regularly advises companies’ management and boards of directors regarding fiduciary duty issues in financially distressed situations.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, February 24, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Review of traditional rights offerings
A. Use by senior constituencies to validate plan values
B. Use by junior participants to raise capital to pay off senior indebtedness
C. Offensive use by market participants to capture a share of equity at a discount to plan value
D. Backstop commitments
II. Structuring the rights offering
A. Registration exemptions under Section 1145/private placements
B. Planning and execution
C. Valuation
III. Objections from creditors
A. Market test/valuation
B. Investor incentives/protections
C. Unequal treatment
IV. In re ConvergeOne Holdings Inc.
A. Overview
B. Impact
1. Increased scrutiny of backstop rights
2. Increases leverage of similarly situated creditors
3. Future options for financing
4. Increasing importance of market testing
The panel will review these and other essential matters:
- What is the expected impact of ConvergeOne?
- What are the benefits of a rights offering for the various constituents in a Chapter 11 reorganization?
- What are the best ways to structure a rights offering to ensure court approval in light of case precedent and evolving jurisprudence?
Related Courses
Rights Offerings in Bankruptcy After ConvergeOne: Negotiating and Executing New Equity Financing
Tuesday, February 24, 2026
1:00 p.m. ET./10:00 a.m. PT
Veteran Bankruptcies: Unique Debtor and Creditor Issues Under the HAVEN Act and SCRA
Tuesday, January 6, 2026
1:00 p.m. ET./10:00 a.m. PT
