Project Fernwood — Distressed Exchange Counterproposal
A 1.5-hour Distressed Exchange case study with a complete model answer
Modeled After
Evercore
A plan counterproposal reduced to a single exhibit — a treatment-of-claims waterfall matrix across claim, debt, preferred, common and governance, with exit facility terms, PIK dividend rates, reorganized equity percentages and board nomination rights, headed as a settlement communication
Structure and exhibit set are modeled after Evercore. The company, the financials and every figure in this case are entirely our own.
The Situation
Fernwood Energy Partners, Inc.
Fernwood Energy Partners
- Sector
- Upstream oil and natural gas — a gas-weighted Anadarko Basin producer operating 1,184 gross wells, with 266.2 MMBoe of total proved reserves and a $900.0mm PV-10 at SEC pricing
- Size
- Geography
- United States; headquartered in Ardmore Springs, Oklahoma, with operations across western Oklahoma and the Texas Panhandle
- Ownership
- Situation
The Prompt
You are the financial advisor to Fernwood Energy Partners, Inc. The company cannot refinance its second lien notes, its reserve-based revolver springs 91 days ahead of that maturity, and an ad hoc group of second lien noteholders has delivered a proposal that cancels the existing equity and pays the senior unsecured notes almost nothing.
Supporting Materials
What you are handed at the start of the case, in the format a real process would use.
What You Have to Produce
The deliverables, in the order the committee will read them. The exercise runs 90 minutes.
PART 1
Capital structure, covenants and the two clocks
PART 2
Screen the holder register
PART 3
The group's proposal, priced
PART 4
The counterproposal
PART 5
The payment-in-kind arithmetic
PART 6
Recoveries across a range of enterprise values
PART 7
Participation and consent
PART 8
Coverage, solvency and the legal framework
PART 9
The deck and the memorandum
How to Approach It
The order a strong candidate works in, and why. This is the shape of the answer — the finished answer deck and memo are in the solution set below.
- 01
Read the indentures before you draft anything
- 02
Screen the register before you count it
- 03
Price the other side's proposal on your own basis
- 04
Draft the matrix, then defend every column
- 05
Sensitize recoveries instead of concluding a value
- 06
Answer the holdout question out loud
Key Concepts
The ideas this case is built on. Know these cold and the case becomes a question of execution rather than knowledge.
Distressed exchange versus a prepackaged plan
An exchange offer is a contract: it binds the holders who tender and nobody else, so a holder that refuses keeps its original instrument and its original payment terms. A chapter 11 plan binds a whole class once the class accepts. Almost every liability management exercise is designed around that single difference — the exchange is offered because it is faster and cheaper, and the plan sits behind it as a toggle because it is the only thing that can bind the holders the exchange cannot.
Springing maturity and the carve-out that limits it
A facility whose stated maturity accelerates automatically if a longer-dated instrument is still outstanding a set number of days before its own maturity. It converts a distant problem into an immediate one without anybody doing anything. The carve-out — a threshold amount of the junior instrument that may remain outstanding without tripping it — is what sets the real floor under any exchange's minimum participation condition, because a stub above the carve-out springs the facility the exchange was done to preserve.
Consent thresholds and Trust Indenture Act §316(b)
An indenture grades its amendments. Covenants, the cross-default and the guarantees usually go with a majority. Releasing the liens on all or substantially all of the collateral, or permitting debt senior in lien priority, usually takes two-thirds. Payment terms cannot be touched below unanimity, because §316(b) protects each holder's right to receive principal and interest on or after the due date. Following the Second Circuit's 2017 decision in Marblegate, that protects the formal legal right rather than the practical ability to recover — which is exactly why an exit consent that strips everything except payment terms is lawful.
Coercion, priming and the fixed pool
An exchange is made rational rather than compulsory, and there are three standard levers. Priming: new money and the exchanging class take a senior position, so the stub falls behind more debt than it started in front of. Covenant stripping: an exit consent leaves the non-tendering stub with no protections. The fixed pool: where consideration is a fixed amount divided pro rata among those who tender rather than a fixed ratio per note, every holder that waits is paying the holders that did not.
Payment-in-kind preferred and the accretion transfer
Preferred that pays no cash accretes, and every dollar of accretion is a dollar of common equity value moving to the preferred holders on the assumption that the preferred is money-good. It is invisible to a coverage ratio, because accretion is not a fixed charge, and entirely visible to the classes that own the common underneath it. Where two classes hold both the preferred and the common in different proportions, the structuring test is the net transfer between them over the life of the instrument.
Section 1126(c) acceptance and the plan toggle
A class accepts a plan if holders of at least two-thirds in amount and more than one-half in number of the claims that actually vote accept it. That threshold is usually the same two-thirds an indenture needs to release liens, which is what makes a toggle structure work: the same consent that would have closed the transaction out of court confirms a plan that binds the rest of the class on identical terms.
Fixed charge coverage in a capital-intensive business
Interest coverage flatters any producer that has to spend to stand still. Where capital expenditure is a large share of EBITDA, the ratio a lender actually sizes on is earnings less capital expenditure and cash taxes over cash interest plus scheduled amortization, and the gap between the two ratios is the whole reason a reserve-based facility is drafted the way it is. Quoting the flattering one alone in a creditor negotiation is how an advisor loses the room.
Fraudulent transfer exposure and the confirmation order
An out-of-court transaction that grants new liens while the debtor is insolvent is exposed to constructive fraudulent transfer challenge under §548, with a two-year look-back, and under state Uniform Voidable Transactions Act analogues with a longer one. A transaction consummated under a confirmed plan is protected by the confirmation order instead. That difference, and the tax attributes available only in a title 11 case, are the two real advantages of the toggle that have nothing to do with the equity split.
What Makes It Hard
The specific traps in this case — the places candidates lose the assessment without noticing.
Check Your Answer
Type the figures you produced and find out how many are right before you open the worked answer. You get a verdict and, where you are off, a pointer to the part of the build to re-check — never the number itself. Everything you type stays on this device.
How to type a figure. Digits, with an optional unit: 1,234.5, $1,234.5, 2.6x, 21.4%. For a negative use (20.0) or -20.0. Enter as many decimals as you carried — precision is never penalised.
What the Case Asked For
The arithmetic is only half of it. Tick off what you actually produced — this half is yours to score, because nothing can grade a written recommendation from a checkbox.
The Model Answer
The worked answer in full: answer deck and memo, built the way a banker would actually build them. It is a reference, not a submission — a strong answer under the clock is far shorter.
What the Solution Covers
- —Treatment of claims waterfall matrix
- —Reorganized equity split by class
- —PIK dividend and preferred structuring
- —Governance and board nomination rights
- —Exit facility terms
- —Settlement-privileged negotiation drafting
Answer Deck
Full model answer, banker-formatted
Memo
The written recommendation and how it was reached
Upgrade to Diamond
Sign up and upgrade to Diamond to unlock the answer deck, the memo and the audio walkthrough.
Get StartedDownloads are available to Diamond members
PowerPoint Deck and Memo (PDF) and Answer Deck (PDF) — yours to open, edit and rebuild
Walkthrough
A conversational walkthrough of how to approach the case under time pressure — where to start, what to cut, and how the recommendation gets defended.
Audio Walkthrough
How to approach Project Fernwood — Distressed Exchange Counterproposal
60-second preview — upgrade to Diamond for the full walkthrough
Frequently Asked Questions
Why is there no valuation in a case that is entirely about who gets what?
Because the reference materials for this archetype contain none. When the enterprise is worth less than its debt, the operative questions are what the collateral is, who has a lien on it, what each class is legally entitled to and what each will actually agree to. Enterprise value still appears, but as a stated range across which recoveries are sensitized, with the advisor expressing no view on which point is correct. A single-point valuation in a negotiation document is a hostage you have handed the other side.
Should the counterproposal show finished terms or leave the brackets in?
Leave them in. The bracketed points are the negotiation, and a page with no brackets has conceded everything on it. Real documents in this archetype carry bracketed pricing, bracketed tenors and bracketed thresholds, under a legend saying the document is non-binding, preliminary and subject to modification in every respect.
How is this different from a liability management exercise?
A liability management exercise is usually done to buy time — an amend-and-extend, a drop-down, an uptier, a discounted exchange that leaves the class as creditors. A distressed exchange of this kind equitizes: the fulcrum class stops being a lender and becomes the owner. That changes what you are negotiating over. The interesting terms are no longer pricing and covenants, they are the equity split, the preferred stack and who nominates the board.
Why does the counterproposal give the senior unsecured notes anything at all?
Two reasons, and both are structural rather than generous. Several members of the organized group hold both instruments, so consideration to the junior class partly returns to the senior one. More importantly, a plan cannot leave a junior interest with anything over the objection of a dissenting class above it, so any distribution to existing common depends on the unsecured class accepting. Whatever the unsecured class receives is the price of that acceptance, and it should be priced as such rather than defended as fairness.
How much of the 90 minutes should go on the matrix itself?
Less than you would think, and more than most candidates give it. The matrix is one page and it is the deliverable, but each cell in it has to be derived from something — the consent threshold, the springing carve-out, the accretion arithmetic, the coverage test. Budget the time to the derivations and the matrix writes itself. If you are formatting at the end, the time went to the wrong place.
Is it acceptable to say something in the deck that weakens your own proposal?
It is usually required. The group's advisors are running the same analysis, so a weakness you do not name is one you will be shown. The stronger document states where the other side's proposal is better for the other side, and states where your own structure fails a test you have chosen to apply to it. Being the first to say the uncomfortable thing is what buys you the room to argue about everything else.
About This Distressed Exchange Case Study
Distressed Exchange case study for investment banking interviews. 90-minute format covering treatment of claims waterfall matrix, reorganized equity split by class, pik dividend and preferred structuring. Includes the full prompt, a model answer deck, a written memo and an audio walkthrough.
This case study sits in Investment Banking, under Restructuring & Special Situations. Every case ships with the full prompt, the supporting materials, a complete model answer and an audio walkthrough of the judgment behind the recommendation.
90-Minute Format
The time limit a real assessment would give you
Answer Deck
Included in the model answer
Memo
Included in the model answer
Audio Walkthrough
How to approach the case under time pressure
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