Guam § 146103 - Priorities and Value.

§ 146103. Priorities and Value.

In any plan proposed pursuant to Section 146102 due consideration

shall be given to the rights and interests of all persons affected thereby

(with due regard to the feasibility of such plan and the condition of such

association), in the following order of priorities: First, secured creditors

and other persons, if any, entitled to preference over investment

certificate holders and unsecured creditors in the event of liquidation;

second, investment certificate holders and unsecured creditors, without

COL120106

11 GCA FINANCE & TAXATION

preference to one over the other; third, shareholders; and fourth,

stockholders, provided, however, that within their respective classes

hereinabove set forth there shall be no preference among investment

certificate holders and shareholders based upon whether or not notice of

intention to withdraw may have been filed or matured, or the order in

which any such notice may have been filed or matured; provided, further,

that provision may be made in any such plan for the payment in full of

all taxes, assessments, insurance, alterations, repairs and other operating

expenses, for the payment of expenses of the commissioner in

connection with such association or its property, business or assets or in

connection with any application of such association under Section

141108 of this act, and for the payment of expenses in connection with

such plan as authorized by this chapter; and provided further, that

provision may be made in any such plan for the payment in cash full of

all certificate holders, shareholders and creditors each of whose

investment certificates, shares or claim is of such value, not to exceed

twenty-five dollars ($25) as shall be specified in such plan.

No plan which provides for the issuance of securities to holders of

stock shall be approved unless such securities contain express provision

that no interest, dividends or other distribution shall be paid or made

thereon unless and until all securities issued in exchange for claims of

investment certificate holders, claims of unsecured creditors, and claims

of shareholders, if any, have been retired; it being the intent that under

such plan each investment certificate holder and unsecured creditor

(except those who shall sell or otherwise dispose of their new securities)

shall receive the full amount of their original investment, with interest,

dividends, or other return thereon before any interest, dividends or other

distribution is paid or made on securities issued to shareholders or

stockholders, or both, as aforesaid. A plan may provide, however, for the

issuance of such securities to the stockholders that after all creditors,

certificate holders and shareholders (except those who shall sell or

otherwise dispose of their new securities) shall receive the full amount of

their original investment of claims, with interest, dividends or other

return thereon, the stockholders or their assigns shall own in effect,

through their ownership of such securities issued to the stockholders, the

remaining assets. Unless the court finds that the stockholders have an

existing equity in the assets of the association, the securities issued to the

shareholders shall contain express provision that such securities shall

have no voting power until such corporation shall have retired all

COL120106

11 GCA FINANCE & TAXATION

securities issued in exchange for claims of certificate holders and

unsecured creditors, and, unless the court finds that the stockholders have

an existing equity in the assets, the securities issued to the stockholders

shall contain express provision that such securities shall have no voting

power until such corporation shall have retired all securities issued in

exchange for claims of shareholders, certificate holders and unsecured

creditors.

For the purpose of this chapter, real property, contracts for the sale

of real property, loans, and all other assets (whether like or unlike the

foregoing) shall be valued at fair market value, and any assets subject to

encumbrance shall be valued with due allowance for the amount of such

encumbrance. In determining such fair market value, the court or the

commissioner as the case may be, shall give due consideration to the

earning power of the property, past, present and prospective.