opportunity amidst crisis- buying distressed assets, claims, and securities for fun & profit
TRANSCRIPT
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2016 SERIESPremier date: March 4, 2016
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
Opportunity Amidst Crisis- Buying Distressed Assets, Claims, and Securities for Fun & Profit
restructuring, insolvency & troubled companies 2016 series
Opportunity Amidst Crisis- Buying Distressed Assets, Claims, and Securities for Fun &
Profit
Premier Date: March 4, 2016
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™ 2
WE WOULD LIKE TO TAKE THIS OPPORTUNITY TO THANK OUR SPONSORS
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™ 3
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
meet the facultyPANELISTS
Laura Davis Jones Pachulski Stang Ziehl & Jones LLPKeith Owens VenableHoward Samuels Rally Capital Services LLC
MODERATOR Jonathan Friedland,
Sugar Felsenthal Grais & Hammer LLP
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
Practical and entertaining education for business owners and executives, accredited
investors, and their legal and financial advisors. For more information, visit
www.financialpoise.comDISCLAIMER: THE MATERIAL IN THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY. IT SHOULD
NOT BE CONSIDERED LEGAL ADVICE. YOU SHOULD CONSULT WITH AN ATTORNEY TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
about this webinar• Eddie Lampert bought Kmart out of bankruptcy.
• W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy.
• Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day.
• A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them.
• And fortunes are made real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell.
This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
about this seriesCompanies fail all the time, for all sorts of reasons. Some companies become distressed, or even insolvent, because of mismanagement; others because of fraud; others for myriad other reasons- some intrinsic to the company and some extrinsic.
Regardless of the cause, failing or failed companies create a unique set of issues, risks, and even opportunities for all involved. This area of law and finance has become so specialized that no fewer than five (American Bankruptcy Institute; Association of Insolvency & Restructuring Advisors; Commercial Law League of America; National Association of Federal Equity Receivers; Turnaround Management Association) national organizations exist to help those who specialize in the field to stay up to date on the latest developments, strategies, and tactics in the area.
Join some of the leading experts in World, from among the membership of these organizations, as they discuss- in plain English for the non-expert- the basics and the latest in Restructuring, Insolvency & Troubled Companies.
As with all Financial Poise webinars, each episode in the series is designed to be viewed independently of the other episodes, and listeners will enhance their knowledge of this area whether they attend one, some, or all of the programs.
episodes in this series
EPISODE #1 Help, My Business is in Trouble! 2/5/2016
EPISODE #2 Opportunity Amidst Crisis – 3/4/2016Buying Distressed Assets, Claims, and Securities for Fun & Profit
EPISODE #3 What to Expect & Do When Your Customer Becomes Insolvent4/8/2016
EPISODE #4 A Distressed Company and its Secured Lender 5/6/2016
EPISODE #5 Federal Equity Receiverships - 101 6/3/2016Dates above are premier dates
All webinars also available On Demand through West LegalEd Center and Vimeo
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™ 8
A COMPANY’S CAPITAL STRUCTURE
9
Shareholders
Holding Company
First LevelSubsidiary
Operating Company
OperatingCompany
UnsecuredNotes
Trade
Senior Secured
Debt
JuniorSecured
Debt
Trade
Those seeking to own a company can invest in various levels of the capital structure. So-called “loan to own” strategies involve buying the debt of, or lending directly to, a target.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
AND, BUYERS CAN BUY IN BANKRUPTCY
10
Bankruptcy
Reorganization Sale as Going Concern
Asset Liquidation
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
OR THROUGH OTHER LEGAL REGIMES…
11
Non-Bankruptcy
Workout/CompositionAgreement
ABC Receivership Sale of Assets
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SPECIFIC ISSUES TO CONSIDER WHEN SELECTING A LEGAL REGIME
Do you wish to cherry pick contracts?
Which liabilities are you o.k. assuming?
Are there specific successor liability concerns?
Are there hostile shareholders or creditors?
What will harm the business the least?
Do you want to avoid an auction?
12© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
THE DISTRESSED M&A OPPORTUNITY
13
Distressed Capital Structures: Debt trading substantially below par
Debt partially impaired, with value running out in the “fulcrum
security.”
Equity value largely reflects option value.
Valuing the enterprise is more complex than in a traditional M&A setting.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
THE DISTRESSED M&A OPPORTUNITY
14
M&A Strategies in Distressed Situations: Many creative solutions
Effecting a change of control
while retaining an attractively-priced extant
capital structure.
Effecting a change of
control while capturing the
trading discount of debt.
Building position in fulcrum securities
via structured investments or
secondary market purchases.
Acquiring assets from
distressed or bankrupt sellers.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
DISTRESSED CAPITAL STRUCTURES:VALUATION OF DEBT
15
Illustrative Distressed Capital StructureBook Value Price
Trading Value
Senior Credit Facility $500 90 $450
Other Bank Debt(e.g. international)
$100 100 100
Senior Unsecured Notes $250 60 150 Fulcrum Securities
Sub Notes $150 30 45
Total Debt $1,000 $745
Preferred Stock $100 20 $20
Common Stock NM NM $15
Total Capitalization $1,100 $780
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
VALUING DEBT IN AN M&A CONTEXT
16
Debt trading at or close to par, fully
covered by fundamental value of
business
Tangible, material equity value
Enterprise value assumes debt valued
at par
Debt generally repaid or rolled-over as part
of acquisition.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
VALUING DEBT IN A DISTRESSED M&A CONTEXT
17
• Some parts of debt structure trading at significant discount to par, reflecting fundamental value of business potentially lower than par value of debt.
• Value eroding in “fulcrum securities.”• “Fulcrum securities” carrying equity-like risk and likely to be converted into equity in
a restructuring scenario.• Value of equity largely reflects option/hold-out value.• Enterprise value assessment more complex and depends on value assigned to each
security.• Discount of debt offers potential opportunity to capture value in distressed M&A
situations.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
M&A STRATEGIES IN DISTRESSED SITUATIONS OVERVIEW OF KEY SCENERIOS
18
Degree of Distress Low Medium High Chapter 11
Timing of Capital Structure Issues None/Long-Term Medium-Term Near-Term Imminent
Strategic Investors
Potential Strategies Regular M&A strategies
Merger or cash acquisition at full value
Cross-conditional tender offer for debt and equity at market prices
Buy selected assets at attractive price
Cross-conditional tender offer for debt and equity at market prices
Buy selected assets at attractive price
Negotiate acquisition to be consummated in Chapter 11
Participate in §363 auction for selected assets or whole company
Examples Various Ames / Hills
Temple Inland / Gaylord Container
American Airlines / TWA
Aurora Foods / Pinnacle Foods
Consortium/Aladdin
America West / US Airways
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
19
Degree of Distress Low Medium High Chapter 11
Timing of Capital Structure Issues
None/Long-Term Medium-Term Near-Term Imminent
Financial Investors
Potential Strategies Buy equity and roll over existing debt via change of control waiver
Cross-conditional tender offer for debt and equity at market prices
Invest in 2nd Lien / PIPE (potential path to control)
Buy selected assets at attractive price
Cross-conditional tender offer for debt and equity at market prices
Acquire fulcrum security to gain control upon restructuring
Buy selected assets at attractive price
Participate in §363 auction for selected assets or whole company
Sponsor plan of reorganization
Examples BC Partners/IntelsatSun Capital/Mark IV
Fairfax/AbitibiSilverpoint/GraniteWayzata/PortolaTennenbaum/Radnor
Anschutz/RegalCinemasOaktree/Tekni-PlexCDW/Micro Warehouse
Centerbridge/DanaESUKMartOne Equity/Polaroid
M&A STRATEGIES IN DISTRESSED SITUATIONS OVERVIEW OF KEY SCENERIOS
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
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Distress Description/Rationale Considerations
Low Acquire company but seek to retain existing capital structure
Financing not available and/or terms of current financing more advantageous
Does not explicitly capture discount
Requires relative improvement as incentive for debt to amend terms or overcome CoC clause
Extension of maturity and other “money” terms require 100% vote
M&A STRATEGIES IN DISTRESSED SITUATIONS BUY EQUITY AND ROLL-OVER DEBT
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
21
M&A STRATEGIES IN DISTRESSED SITUATIONS CROSS-CONDITIONAL TENDER OFFER
Distress Description/Rationale Considerations
Mid/High Tender for debt at discount and pay “nominal” amount for equity, with both transactions being contingent
Finance acquisition with new debt and equity
Provides value to equity to avoid potentially costly lengthy restructuring
Transaction dependent on premium offered and success of tender
Potential hold-up by dissident holders
Requires new financing post acquisition
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
22
M&A STRATEGIES IN DISTRESSED SITUATIONS INVEST IN 2nd LIEN/PIPE
(POTENTIAL PATH TO CONTROL)
Distress Description/Rationale Considerations
Mid Structured investment ahead of current equity
Enhances liquidity with providing potential path to control
No bankruptcy; equity survives (but diluted)
Does not capture discount
No immediate acquisition of control and potentially limited corporate governance rights
Control uncertain and investment potentially impaired; not fully covered in downside scenario if performance further deteriorates
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
23
M&A STRATEGIES IN DISTRESSED SITUATIONS BUY INTO FULCRUM SECURITY TO ACHIEVE CONTROL
Distress Description/Rationale Considerations
High Acquire blocking position in fulcrum security at discount to par
Convert into new equity or bid par value in restructuring process
Recover par value if outbid
Limited ability for upfront due diligence
May be difficult to acquire controlling position
Price to be paid for full position uncertain
Might be perceived as hostile
May require active approach in lengthy restructuring process
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
24
M&A STRATEGIES IN DISTRESSED SITUATIONS ACQUIRE IN BANKRUPTCY via 363 OR PLAN SPONSORSHIP
Distress Description/Rationale Considerations
High Buy company or selected assets from motivated seller “free and clear during bankruptcy process
Sponsor restructuring plan with cash and/or securities to fund reorganization at attractive valuation
Typically done in lengthy auction processes with court supervision
Complex and may require negotiations with numerous parties
Transparent, competitive process
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
25
WHAT DOES A TYPICAL §363 SALE PROCESS LOOK LIKE?
• APA negotiation. • Procedure motion approval.• Notice.• Diligence.• Auction.• Sale approval.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
26
WHAT ARE TYPICAL STALKING HORSE BID PROTECTIONS?
Break-up fee
Expense reimbursement
Initial overbid minimum
Subsequent minimal
increments
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
11 U.S.C. § 363
27
Allows court to approve sale of debtor’s assets “free and clear”
of “interests” in the assets
– Real property– Personal property– Leased property?
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
11 U.S.C. § 363
“Free and clear” provision protects buyer from the shambles of debtor-seller company’s records and finances
– Debtor may not know the extent of its ownership interest
– Lessors, judgment creditors, and statutory lienholders might have claims to assets
28© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
11 U.S.C. § 363
Buyer sees low price plus title protection
29
Debtor-Seller (and secured lenders) sees a way to maximize sale value
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
STALKING HORSE
Subject to:
30
Bidder who starts the process by signing a binding purchase agreement
•Notice to all creditors and publication notice plus marketing
•Competitive bidding at auction
•Court approval after auction
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
STALKING HORSE ADVANTAGES
31
More time for due diligence
Can negotiate terms less attractive to other likely bidders
Build relationship with management
Learn about key employees
Learn about and meet vendors and customers (and take temperatures during
due diligence)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
ADVANTAGES (continued)
32
Head start in financing
Can set bidding terms
•Duration of pre-auction period•Amount of deposit (if any)•Bid and bid increment amounts•Break-up fee
Understand contracts and regulatory issues
•Contract sorting toward assumption and rejection scheme•Hart-Scott-Rodino•Environmental
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
STALKING HORSE DISADVANTAGES
33
No guaranty of winning auction
Time and resources expended
Bound to close even if value disappoints
Potentially expensive
withdrawal (litigation)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
THE ASSET PURCHASE AGREEMENT
34© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
APA– “As is, where is”– Detailed list of assets to
be purchased– Few reps and warranties
• Due diligence usually complete already• No customary “outs”
– No indemnification– Holdback common– Minimal closing conditions
• “Lights on”• Maintain minimal DIP financing level• Key customers/management/employees
35© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
BID PROTECTION and QUALIFICATION
36
• Sets requirement for next bid– Subsequent incremental bid amount
• Large overbid amounts can protect stalking horse• Now common to require pre-qualification by interested
bidders– Excludes less-than-serious bidders (who may be unable to close)– Allows stalking horse to game auction?
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
BREAK-UP FEE (Stalking Horse Outbid)
37
To compensate stalking horse for costs and risks in establishing a
floor price
Works in conjunction with bid protection to protect stalking
horse (and therefore a target of cost-conscious creditors)
At discretion of court -Often about 3% of sale price
-Advance agreement by secured lender and creditors’ committee
will help
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
EARNEST MONEY DEPOSIT
38
• Cash only? (LOC may work)
• Desperation of seller and lender can affect amount
• Larger deposit might speed auction and hearing
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
SELLER CONTRACTS
39
Can be assumed, assigned, or rejected under 11 U.S.C. § 365
Contract rejection generally leaves counter-party with only a claim against debtor;assumption continues contract with Debtor; and by assumption and assignment, Debtor conveys its interests to a third party, such as Buyer
To assume or (assume and then) assign contracts, Debtor must cure pre-petition monetary defaults (often with purchase price funds)
Under the APA, contracts valuable to Buyer are assumed and assigned, while others are rejected or excluded
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
SELLER CONTRACTS
40
Counter-party can also ask for performance assurances from
buyer
Designation Rights Agreement (Debtor can transfer its rights to decide what to assume and
what to reject)
Buyer might agree to assume unsecured liabilities to maintain relationships
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
ADDITIONAL PROVISIONS
41
Notice periodCourt approval
and closing deadlines
Satisfactory sale order terms
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LIABILITIES LEFT BEHIND
42
Buyer takes only liabilities it agrees to take . . .
Possible Exceptions
• Environmental liabilities• Product liabilities
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
PROCESS
43
• APA attached to motions to approve sale and bid procedures– Together with sale notice, proposed sale order
• Rules require at least 21 days notice– Can be shortened for cause
• Rules require notice to all creditors• Virtual data room established (bidders learn of Debtor;
Stalking Horse learns of bidders)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
PROCESS (Continued)
44
• Common pre-auction qualification terms– Bids qualified at least one week before auction– Bidders submit set cash deposit– Bidders agree to be bound to same terms as APA
• Auction– Includes only pre-qualified bidders (but Courts like an open door)– Bidding subject to bid protection amounts– Debtor sometimes reserves right to offer in bulk or lot, depending upon bids
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
PROCESS (continued)
Sale Hearing-Shortly after auction-Court determines fairness and fidelity of
process and notice-Hears objections -Evidence technically required; usually
short hearing
45
Closing, per APA, can happen immediately after Court approval (usually payment is cash or credit bid)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
Development of the Claims Trading Market
46
• Claims purchased at large discounts• Select funds marketing via unsolicited letters• Primarily trade claims• Average face values <$100k• Claim transfer agreement very buyer friendly –
minimal negotiating of terms• Buy-and-hold (claims repaid in cash upon debtor’s
emergence)
• Claims purchased at large discounts• Recent bankruptcies have more complex and larger
claim pools – bank debt, unsecured bonds, trade claims
• Hedge funds and traditional trade claim funds active in claims trading
• Strategic and speculative motivations• Avg. face value now in the millions• Claim transfer agreement heavily negotiated
In 2012, there were claims transfers representing approximately $41.0 billion in face value.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
Claims Buyer Concerns
47
Claim(Is the claim allowed? If so, in
what amount?)
Credit(What is the expected recovery? What is the expected timing of
distribution? What is the expected form of consideration?)
Counterparty(Will the counterparty be around if
I need to rely on the recourse provisions in the claim transfer
agreement?)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
The Pros of Claims Trading
48
Avenue to liquidity for
Sellers
Can afford buyer
influence over outcome of the
case
Illiquid and opaque market
(abnormal returns for
buyer)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
The Cons of Claims Trading
49
To Debtors: can delay or block plan process -- changing
creditor body complicates plan negotiations, and
support agreements
To Those Who Distrust
Freedom: an unregulated
market
Administratively burdensome (costs to the estate and
court)
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
Claims Trading and 11USC §§ 502 (d) & 510
• Claim may be disallowed if claimant subject to liability for unreturned preferential transfers, fraudulent transfers (and more)
• Claim may be subordinated to other claims “under principles of equitable subordination”
• Enron Corp. v. Springfield Assocs. (In re Enron Corp.), 379 B.R. 425 (S.D.N.Y. 2007)
• In re KB Toys Inc., 736 F.3d 247 (3d Cir. 2013)
50© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
51
PITFALLS FOR THE UNITIATED
• Credit bidding issues• No standing to object• Liabilities that may not be cleansed• Transfer taxes• Collusive bidding
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
More About The Faculty: JONATHAN FRIEDLAND
[email protected] Friedland is a partner with Sugar Felsenthal Grais & Hammer LLP. He regularly represents parties in the purchase and sale of businesses and counsels businesses and their owners in their everyday affairs. Jonathan is also a nationally recognized expert in matters related to financially distressed companies.
Jonathan holds the highest possible rating from Martindale-Hubbell (AV® Preeminent™) and AVVO (10/10), has been repeatedly recognized as an Illinois “superlawyer” in the areas of Business/Corporate Law and Bankruptcy & Creditor/Debtor Rights, and has received several other similar distinctions. He is licensed to in Arizona, Illinois, New Jersey and New York.
Jonathan has been profiled, interviewed, and/or quoted in numerous publications, including Buyouts Magazine; Smart Business Magazine; The M&A Journal; Inside Counsel; LAW360; Business Week.com; The Bankruptcy Strategist; Dow Jones Daily Bankruptcy Review; Bankruptcy Court Decisions; Dow Jones LBO Wire; and The Daily Deal. He has authored three books and more than a hundred articles, and has spoken on more than 100 panels.
Jonathan is also the founder and chairman of DailyDAC, LLC, d/b/a Financial Poise™, an on-line provider of continuing education, information, and business intelligence for business owners, investors, and their trusted advisors. Jonathan graduated from the State University of New York at Albany, magna cum laude, in 1991 after three years of study and from the University of Pennsylvania Law School in 1994. He clerked for a federal judge before entering private practice, spent several years teaching MBA candidates as an Adjunct Professor of Strategic Management at the University of Chicago Booth School of Business, and was the 2006 Clayton Center for Entrepreneurial Law Visiting Professor of Business Law at the University of Tennessee College of Law. Jonathan was a partner with Kirkland & Ellis LLP before joining SugarFGH.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
More About The Faculty: D
LAURA DAVIS [email protected]
Laura Davis Jones is a name partner and the managing partner of the Delaware office of Pachulski, Stang, Ziehl, & Jones. She gained national recognition as debtor's counsel in the Continental Airlines bankruptcy case, and has represented numerous debtors, creditors' committees, bank groups, acquirers, and other significant constituencies in national chapter 11 cases and workout proceedings. She lectures at national bankruptcy and litigation seminars, and has authored numerous articles. Laurawas named "Deal Maker of the Year" by The American Lawyer in 2002 and has also been profiled in The American Lawyer.
Laura has been named continuously by her peers as one of the "Best Lawyers in America" and as one of the "Best Lawyers in Delaware." In addition to being named a "Delaware Super Lawyer" every year since 2007, she was selected as one of the top ten lawyers in Delaware in 2007 and 2008. She is included among Chambers USA America's "Leading Lawyers for Business," and ranked among the top-tier Bankruptcy/Restructuring lawyers in Delaware. Laura has been recognized in the K&A Restructuring Register since its inception, has been named repeatedly to the International Who's Who of Insolvency and Restructuring Lawyers, and has been listed among the "Lawdragon 500 Leading Lawyers in America" since 2005. She holds an AV Preeminent Peer Rating, Martindale-Hubbell's highest rating for ethical standards and legal ability. Laura is a graduate of University of Delaware and received her J.D. from Dickinson School of Law, where she was on the board of editors and business manager for the Dickinson Law Review, as well as to serve on the Appellate Moot Court Board. Laura is admitted to practice in Delaware and the District of Columbia.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
More About The Faculty: D
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
KEITH [email protected]
Keith Owens is a partner at Venable. He represents debtors-in-possession, creditors committees, secured and unsecured creditors, trustees and receivers, asset purchasers, parties to contracts, and other constituencies in a wide range of bankruptcy, liquidation and workout matters throughout the United States.
Mr. Owens' work with clients on all sides of a bankruptcy proceeding gives him a unique “360 degree” perspective on each case he handles. He understands the competing objectives and strategies that opposing parties might use to achieve their goals. Combining his knowledge and experience navigating in the tense environment of a bankruptcy proceeding enables Mr. Owens to advocate for his clients, whether the client is a secured creditor that wants to protect its collateral, an official committee of unsecured creditors that wants to maximize recovery for the unsecured creditor body through a confirmed plan of reorganization or liquidation, or a debtor-in-possession that wants to survive following confirmation of a plan of reorganization.
Mr. Owens has significant experience in the healthcare industry, where he has represented healthcare providers, including hospitals, nursing homes, senior care facilities, and physician groups, as well as health maintenance organizations. Mr. Owens has represented clients in a variety of other industries including the automotive industry, and franchisors in the food services industry, among others. He has also assisted clients in managing and protecting their intellectual property rights both prior to and during a bankruptcy proceeding.
More About The Faculty: D
THOMAS J. [email protected]
Thomas Salerno is a member of the financial restructuring practice at Stinson Leonard Street. He has been involved in restructurings in the United States, the United Kingdom, Germany, France, Switzerland and the Czech and Slovak Republics. In addition, he teaches Comparative International Insolvency at the University of Salzburg. Tom was named as one of 12 Outstanding Bankruptcy Attorneys in 1998 and 2000 by Turnarounds & Workouts, a newsletter published by Beard Group, Inc. in Washington DC, and is a member of the select group of insolvency professionals listed in the K&A Restructuring Professionals Registry. He has been listed in The Best Lawyers in America since 1993 and was selected by his peers for inclusion in Southwest Super Lawyers, a distinction honoring the top 5 percent of lawyers in the region. In 2009, Tom was selected as Best Lawyers’ Phoenix Bankruptcy and Creditor-Debtor Rights Lawyer of the Year and was one of three Arizona-based lawyers to be listed in The International Who’s Who of Insolvency & Restructuring Lawyers. He is rated AV by Martindale-Hubbell’s rating system.
Tom has extensive experience representing distressed companies, acquirers and creditors in financial restructurings and bankruptcy proceedings, pre- and post-bankruptcy workouts, and corporate recapitalizations. He has represented clients in diverse industries such as casinos, resort hotels, real estate, high-tech manufacturing, electricity generation, agribusiness, construction, healthcare, airlines and franchised fast-food operations. He has also served as an expert witness on US insolvency law in litigation in Germany.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
More About The Faculty: D
HOWARD [email protected]
Howard founded Rally Capital Services, LLC in 1998, and continues to serve as its founding member today. He brings a wealth of knowledge and a broad range of experience, having worked as an Internal Revenue Agent and IRS Midwest Regional Division Appellate Conferee (pre-U.S. Tax Court adjudicator), attorney, tax law specialist and trusted strategic business advisor to a variety of operating businesses, commercial lenders and other business professionals.
Howard has structured hundreds of millions of dollars in transactional funding for his clients, including the successful implementation of creditor workouts involving millions of dollars in debt with more than 3,500 creditors and claims ranging from small deals to multi-million-dollar deals. As a paid professional, he has served as Managing Agent to Debtors-in-Possession, Assignee/Trustee in Assignments for the Benefit of Creditors, Court-Appointed Receiver to operating businesses, Liquidating Agent and advisor to business owners, commercial lenders and other professional advisors.
© 2016 DailyDAC, LLC d/b/a/ Financial Poise™
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member benefits by offering relevant business education webinars; and generate revenue for the Chamber as well.
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Important Notes
• THE MATERIAL IN THIS PRESENTATION IS FOR GENERAL EDUCATIONAL PURPOSES ONLY.
• IT SHOULD NOT BE CONSIDERED LEGAL, INVESTMENT, FINANCIAL, OR ANY OTHER TYPE OF ADVICE ON WHICH YOU SHOULD RELY.
• YOU SHOULD CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.