Master Ballot
A Master Ballot is a Chapter 11 voting form used by a nominee, custodian or intermediary to aggregate and report plan-voting instructions received from multiple beneficial holders of securities or claims.
How it works
Publicly traded bonds are often held through brokers, banks and clearing systems rather than registered directly in each investor’s name. Solicitation procedures can therefore require beneficial holders to send instructions to their nominee, which then submits a Master Ballot showing aggregated acceptances and rejections. The exact form, certifications and deadlines are case-specific.
Nominees bridge registered ownership and beneficial ownership
The registered holder may be a depository participant or custodian even though economic ownership sits with many underlying investors.
Beneficial holders send instructions upstream
The solicitation package typically tells beneficial holders how and when to instruct the broker, bank or nominee.
The nominee submits the consolidated form
The Master Ballot reports underlying voting instructions according to court-approved solicitation procedures.
Nominee deadlines can precede the court deadline
Intermediaries need processing time, so beneficial holders can face an internal cutoff earlier than the formal Plan Voting Deadline.
Worked example: one nominee, many votes
A custodian holds $100 million of notes for 50 investors. The Master Ballot may reflect 50 underlying voting positions rather than one $100 million vote by the custodian.
Why tabulation rules matter
Procedures can address duplicate instructions, transfers, partially voted positions and inconsistent submissions. These rules affect both creditor count and voting amount.
Common mistakes
Treating the nominee as the economic owner; assuming the Master Ballot creates one creditor vote; ignoring earlier nominee cutoffs; and assuming every security class uses identical mechanics.
Example
A broker holds bonds for 200 customers. One hundred twenty beneficial holders instruct the broker to accept the plan, while 80 reject. The broker submits a Master Ballot reporting each holder’s voting amount and election as required by the court-approved procedures.
Example
A broker holds bonds for 200 customers. One hundred twenty beneficial holders instruct the broker to accept the plan, while 80 reject. The broker submits a Master Ballot reporting each holder’s voting amount and election as required by the court-approved procedures.
Professional note
A Master Ballot is an aggregation mechanism, not a single economic vote by the nominee. Class Acceptance should reflect the approved treatment of the underlying beneficial-holder instructions.
Related terms
- Class Acceptance
Class Acceptance is the Chapter 11 voting determination under Section 1126 that establishes whether a class of claims or interests has accepted a proposed plan based on the votes actually cast by eligible holders.
- Plan Voting Deadline
A Plan Voting Deadline is the court-set cutoff by which eligible holders must submit acceptances or rejections of a Chapter 11 plan for their ballots to be counted under the approved solicitation procedures.
- Plan Ballot
A Plan Ballot is the written or court-approved electronic voting instrument used by an eligible creditor or equity holder to accept or reject a Chapter 11 plan and, where authorized, make related elections.
- Balloting Agent
A Balloting Agent is a bankruptcy service provider authorized to distribute or process Chapter 11 plan ballots, apply court-approved tabulation procedures and report voting results for eligible claims and interests.
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