The next evolution of insolvency practice is upon us. The morphing of what started as a restructuring practice into a § 363 sale practice is old news, while the more recent introduction of nontraditional, sophisticated financial investors into the process has brought about another evolution: the debt-to-equity conversion. Why settle for prime and three when you can use Bankruptcy Code provisions like the absolute priority rule and the securities law exemption to come out post-effective date with a freely tradable equity instrument that will enable the holder to share in all of the upside of the reorganized enterprise? This panel explores the mechanics of a debt-to-equity conversion in the context of a chapter 11 plan in the legal context, then explains the valuation metrics and allocation calculations that underlie the dynamics as to who gets to participate and the amount of equity offered to the various case constituencies. The discussion also covers the tools used to spur creditor acceptance of the conversion and uses of the paradigm as a means of raising new capital for the restructured debt, such as backstop agreements and rights offerings.