Why Do We Even Bother with Subs?

08/20/13

So today is Kodak's confirmation hearing, and when the plan is confirmed, as I expect it will be, Kodak will continue to exist, but it will no longer be a film company. That will take some getting used to.

For some strange reason a British pension fund decided it would rather run the film business than get paid, so film will continue to be made, but not by an entity owned by the Eastman Kodak Company.

But as my title suggests, something else about the Kodak plan also caught my attention. The plan calls for the "deemed substantive consolidation" of the debtors. Deemed substantive consolidation is the chapter 11 equivalent of "slightly pregnant."

In Kodak's case, the debtors will be deemed consoildated for purposes of voting, confirmation, and distribution. Oh, is that all? 

Kodak makes the case that its corporate structure is so complex that it would make seperate voting and the like "inefficient" and nobody will be harmed.  If that's the case, then why not just do normal substantive consolidation?

One suspects that once out of bankruptcy, Kodak has a reason to keep that convoluted corporate structure it now disdains. In short, Kodak would like it both ways.

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