Allied Capital Corp. v. GC-Sun Holdings, L.P.

OPINION

STRINE, Vice Chancellor.

I. Introduction

The plaintiff, Allied Capital Corporation (“Allied”), brought this case in an effort to collect on a promissory note. Allied claims that the insolvent debtor, GC-Sun Holdings, L.P. (“Sun I”), a Delaware limited partnership, would have had the wherewithal to either repay the note in full, or at least the principal amount, had Sun I’s general partner — a controlled affiliate of defendant Glencoe Capital Partners II, L.P. (“Glencoe”) — not embarked on a scheme by which Allied’s claim on the note was subordinated to a new equity investment made by an…