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Bankruptcy Simplified: Sub V Chapter 11

J.S. Held Acquires Clark Seif Clark, Strengthening West Coast Capabilities for Environmental Claims, Disputes, and Catastrophe Response

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Introduction

The Small Business Reorganization Act of 2019’s new Subchapter V for small businesses was timely, just one month before COVID-19 turned the economy upside-down. But the value of Sub V’s simplified reorganization process was severely limited by its $2.7 million debt cap.

The CARES Act increased the debt cap to $7.5 million on March 26, 2020. However, this temporary increase expires in late March 2022, when the debt cap will return to $2.7 million.

Given the benefits of Sub V and the pending debt cap reduction:

  • Lenders should review portfolios before year-end to identify those who may benefit from Sub V.
  • Companies considering restructuring should evaluate whether their organization might be a candidate for Sub V.

Who Is a Candidate for Sub V?

Debtors with the following characteristics are good candidates for Sub V:

  • Up to $7.5 million in third-party secured and unsecured debt (excluding contingent debt and debt owed to principals and/or affiliates).
  • Continuing negative cash flow, despite a stable or improving business climate.
  • Collateral equals or exceeds secured debt obligations.
  • Unfavorable active executory contracts (e.g., leases).
  • Subordinated creditors threatening legal action due to noncompliance.
  • Management team capable of operating the business and making improvements while supporting a Sub V Chapter 11 restructuring.

What Are the Benefits of Sub V?

Sub V’s simplified process benefits both lenders and companies. It is more efficient and cost-effective than traditional Chapter 11, thanks to:

  • No outside creditors committee.
  • No disclosure statement required.
  • No competing plans allowed.
  • Elimination of absolute priority rule, allowing ownership to remain in place after restructuring.

J.S. Held’s Strategic Advisory team is equipped to consult on a range of solutions for distressed businesses. For more information on the Small Business Reorganization Act’s Subchapter V, contact Mike Bergthold.

Acknowledgments

We would like to thank our colleague Mike Bergthold for providing insights and expertise that greatly assisted this research.

Mike Bergthold is a Senior Managing Director in J.S. Held’s Strategic Advisory practice. Mike joined J.S. Held’s Strategic Advisory Group in October of 2024 as part of J.S. Held's acquisition of Stapleton Group. Mike is a highly experienced turnaround executive who simplifies complex problems into actionable plans to drive immediate, measurable, and positive results. He leverages over 30 years of experience advising public and private companies on strategy, finance, and accounting to serve as CRO, financial advisor, interim executive, or strategic board member for companies in financial distress or transition. Mike excels at designing and implementing restructuring strategies, leading capital raises, and negotiating with lenders and investors. He also guides clients through complex legal processes in formal and informal reorganizations. By achieving unity among disparate creditor and investor groups, Mike helps clients renew, recapitalize, and make viable business enterprises.

Mike can be reached at [email protected] or +1 213 404 0113.

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This publication is for educational and general information purposes only. It may contain errors and is provided as is. It is not intended as specific advice, legal, or otherwise. Opinions and views are not necessarily those of J.S. Held or its affiliates and it should not be presumed that J.S. Held subscribes to any particular method, interpretation, or analysis merely because it appears in this publication. We disclaim any representation and/or warranty regarding the accuracy, timeliness, quality, or applicability of any of the contents. You should not act, or fail to act, in reliance on this publication and we disclaim all liability in respect to such actions or failure to act. We assume no responsibility for information contained in this publication and disclaim all liability and damages in respect to such information. This publication is not a substitute for competent legal advice. The content herein may be updated or otherwise modified without notice.

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