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Business Associations Keyed to Bainbridge
Sharon Steel Corporation v. Chase Manhattan Bank, N.A.
Citation:
460 U.S. 1012 (1983)Facts
UV Industries had issued certain debentures, which bore interest at rates lower than the prevailing market rates. Early in 1979, UV adopted a plan to liquidate by selling all its assets and distributing the proceeds to its shareholders. UV had three lines of business. On 1979, UV sold Federal to Reliance Electric Company and the oil and gas properties. These transactions left UV with Mueller Brass and some mining properties subject to the claim of the debenture holders in a total face amount of $123 million. Sharon Steel Corporation bought all of UV’s remaining assets and paid with cash of $107 million plus its subordinated debentures that had a market value of about $353 million. The market value of the $123 million of UV debentures was less than their face amount. The question arose whether the debentures became due and payable.
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