Valid point. The reason the banks should get everything back at par is because if the company does not recapitalize, according to the current arrangement with the banks:
The next obligation is the preferred a’s. The banks have credit terms with the company whereby these are forced to convert to common, so this obligation is non-cash.
The next obligation after the preferred a’s is the bank credit facility coming due. The company will have enough cash to meet this obligation.
As such, why should the banks not be made whole? The only way the banks are not made whole is if the company restructures. The banks should become more willing to extend their facility to avoid a recapitalization than they were before this shotty plan was announced.
Why would the banks “get everything back at par”? They are not “senior” and they are in the same boat as MTNs…
That said, assuming convertible debentures don’t convert and also vote “no” as part of debt, that would mean 28% reject. To reach 2/3, that would mean that at least 1108 out of 1408 must vote yes => meaning at least 79% of the MTNs have to vote (and vote yes), with no one voting no.