ORDER AND MEMORANDUM OPINION ON UNITED STATES TRUSTEE’S OMNIBUS OBJECTION TO CLAIM NOS. 139-1, 243-1, AND 350-1 OF JM PARTNERS LLC

“To be, or not to be, that is the question.” 1 In Shakespeare’s most famous soliloquy, Hamlet contemplates his continued existence. Reframed in the context of priority claims in bankruptcy, Shakespeare could have easily penned these words instead: To be a subrogee or to be an assignee? In this contested matter, that is the question — because *tis nobler in terms of priority to exist as an assignee rather than suffer the status of a subrogee and exist with no priority. The Court must now determine whether the purchaser of a priority claim is an assignee or a subrogee to resolve the ultimate question of whether the claim purchaser is entitled to the priority accorded to the original claimant’s claim.

Background

The Debtor, Shells Seafood Restaurant, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on September 2, 2008.2 The case was then converted to a Chapter 7 case on September 26, 2008.3 The deadline to file a proof of claim in the case was January 29, 2009.4 Three of the Debtor’s employees timely filed proofs of claim for wages earned and asserted such claims as priority wage claims under 11 U.S.C. § 507(a)(4).5 In December 2014, JM Partners LLC (“JM”) acquired the three claims and thereafter filed a Notice of Transfer/Assignment of Claim for each.6 The United States Trustee objects to the claims and argues that JM was subrogated to the rights of the wage claim holders when it acquired the claims and, therefore, is not entitled to the priority status accorded to wage claims because of the restrictions in § 507(d).7 In response, JM argues that it is an assignee of the employees’ wage claims and, as such, may assert the same priority status the employees would possess under § 507(a)(4).8

Analysis

Bankruptcy Code § 507(a)(4) grants a fourth priority to employee *230wages, salaries, or commissions earned within 180 days before the bankruptcy petition filing date.9 However, § 507(d) limits the rights a claimant can acquire by subrogation, providing that an entity subrogated to the rights of a wage claim holder is not entitled to the priority status accorded to such claims.10 But an assignee or entity that holds the claim as something other than a subrogee is not subject to the same limitation and is entitled to assert the priority status of the claim.11 The term “subrogation” as used in § 507(d) is not defined in the Bankruptcy Code. Therefore, in distinguishing between a subrogee and an assignee, courts have focused on whether the creditor was under a legal or contractual obligation to pay the claim.12 A subrogee acquires a claim under a legal or contractual obligation to the original claim holder to pay the obligation.13 In contrast, an assignee acquires a claim through a voluntary transaction and under no obligation to the original claim holder.14

A proper proof of claim is presumed valid and is prima facie evidence of *231the validity and amount of the claim.15 Therefore, the party objecting to the claim bears the burden of overcoming the presumed validity of the claim with equivalent probative evidence.16 Because this matter was brought to the Court on the United States Trustee’s objection to JM’s claims, the United States Trustee must allege and proffer facts sufficient to overcome the validity of JM’s claims.

Here, the United States Trustee has not met this burden, as no allegation was made nor evidence proffered to support a contention that JM holds the claims as anything other than an assignee. There is no allegation that JM was under a legal or contractual obligation to buy the employees’ wage claims or that JM made the payment in the discharge of an existing liability to the employees. The record suggests merely that the payments to the employees were for their benefit in that they were not required to “await the unfolding of the bankruptcy process.”17 A mere agreement between two willing parties to assign a claim from one party to another does not support a contention that JM acquired the claims under a legal obligation to do so or that JM entered into the agreement with the expectation of being subrogated.

Conclusion

Based on the record and applicable law discussed above, this Court finds and concludes that JM was under no legal or contractual obligation to purchase the wage claims of the Debtor’s employees and, as such, is merely an assignee of such claims. Therefore, as an assignee, JM is entitled to assert the same priority the claims enjoyed in the hands of the employees.18 Accordingly, it is

ORDERED that the Trustee’s objection to Claim Nos. 139-1, 243-1, and 350-1 of JM Partners, LLC is overruled.