TRACK A   |   TRACK B

Wednesday Afternoon, February 20

12:15 p.m.

Registration Opens

Track A: Fundamentals of Valuation Analysis

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

Presiding Officer:

Greg F. Hallman

The University of Texas at Austin, McCombs School of Business; Austin, Texas

12:50 p.m.

Welcoming Remarks

1:00 p.m. (1.25 hrs.)

Fundamentals of Valuation Analysis, Part I: Valuation Models

A "basics" valuation session, demonstrating the use of basic models in actual bankruptcy cases as well as litigation, and showing how basic models are in many ways superior to more complicated models sometimes used by academics and specialized practitioners.

 

Greg F. Hallman

The University of Texas at Austin, McCombs School of Business; Austin, Texas

2:15 p.m.

Refreshment Break

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

2:30 p.m. (1.25 hrs.)

Fundamentals of Valuation Analysis, Part II: Applying the Model to Restructuring and Reorganization Stages

Valuation models are applied to the stages of restructuring, pre-bankruptcy, DIP and cash collateral, automatic stay, post-petition interest and fees, avoidance actions, plan confirmation, fee enhancements and more.

 

Massimo Messina, Moderator

Vinson & Elkins LLP; Chicago

R. Seth Bullock

Conway MacKenzie, Inc.; Houston

Brian Cejka

Alvarez & Marsal; Dallas

Adam Dunayer

Houlihan Lokey; Dallas

Tonya Moffat Ramsey

Vinson & Elkins LLP; Dallas

3:45 p.m.

Refreshment Break

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

4:00 p.m. (1.25 hrs.)

Fundamentals of Valuation Analysis, Part III: Testing the Model in Case Decisions and Other Scenarios

An update on key valuation case law, with a detailed discussion of how valuation models were implemented, examples of strategic and tactical decision making and a few war stories from hands-on experienced practitioners.

 

Greg F. Hallman, Moderator

The University of Texas at Austin, McCombs School of Business; Austin, Texas

Albert S. Conly

FTI Consulting, Inc.; Dallas

Peter M. Gilhuly

Latham & Watkins LLP; Los Angeles

James R. Latimer

Blackhill Partners; Dallas

Frank A. Merola

Stroock & Stroock & Lavan, LLP

William L. Wallander

Vinson & Elkins LLP; Dallas

5:15-6:30 p.m.

VALCON Opening Networking Reception

Join us for drinks and hors d'oeuvres with faculty and participants.

Sponsored by Huron Consulting Group and Vinson & Elkins

Track B: Technical Valuation Workshop

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

Presiding Officer:

Grant W. Newton

Pepperdine University and AIRA; Medford, Ore.

12:50 p.m.

Welcoming Remarks

1:00 p.m. (1.25 hrs.)

The Benefits and Costs of Bankruptcy: Update on Scholarly Research

An update on the sometimes-exciting academic research now being conducted on corporate restructurings and bankruptcy. Topics include advances in our understanding of the benefits and costs of bankruptcy, trends in the accuracy of confirmation values, private-equity firms and financial distress, and the impact of distressed-debt trading.

 

R. Brandon Aebersold, Moderator

Lazard Frères & Co. LLC; New York

Edith Hotchkiss

Boston College, Carroll School of Management; Boston

David C. Smith

University of Virginia, McIntire School of Commerce; Charlottesville, Va.

2:15 p.m.

Refreshment Break

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

2:30 p.m. (1.25 hrs.)

Valuation of Contingent and Disputed Liability

An integral part of any solvency opinion is the valuation of items such as contingent liabilities including pending litigation, guarantees and other claims that may impact the solvency opinion. The valuation of these items is not always obvious and in some cases is at odds with GAAP. The approach to valuing these items is a blending of corporate and bankruptcy law, accounting standards, economic analysis and valuation theory. The panel examines these issues along with the instructive case law in the area, and discusses the care that is required when mixing such elements with the facts and circumstances of the matter at hand.

 

Joseph A. DiSalvatore, Moderator

Grant Thornton LLP; New York

Ian Ratner

GlassRatner Advisory & Capital Group LLC; Atlanta

Jeremy L. Wallison

Foley & Lardner LLP; New York

John C. Weitnauer

Alston & Bird LLP; Atlanta

3:45 p.m.

Refreshment Break

Sponsored by Berkeley Research Group and Dorsey & Whitney LLP

4:00 p.m. (1.25 hrs.)

Report Preparation in the Context of Daubert

How are an expert's qualifications and the relevance and reliability of the expert's opinions assessed by courts? What do attorneys expect from experts and what do experts expect from attorneys? A panel of attorneys and valuation experts discuss the criteria for expert qualification, the methodological components of reliability and offer guidance on avoiding pitfalls and bad opinions when working with experts. The panel also provides recent statistics on Daubert challenges.

 

R. Brian Calvert, Moderator

Development Specialists, Inc.; Los Angeles

R. Todd Neilson

BRG, LLC; Los Angeles

Seymour Preston, Jr.

Goldin Associates, LLC; New York

John P. Reitman

Landau Gottfried & Berger, LLP; Los Angeles

Steven T. Waterman

Dorsey & Whitney LLP; Salt Lake City

5:15-6:30 p.m.

VALCON Opening Networking Reception

Join us for drinks and hors d'oeuvres with faculty and participants.

Sponsored by Huron Consulting Group and Vinson & Elkins LLP

Thursday Morning, February 21

Presiding Officer:

Jay M. Goffman

Skadden, Arps, Slate, Meagher & Flom LLP; New York

8:00 a.m.

Registration Opens

Includes continental breakfast Sponsored by PwC

8:50 a.m.

Welcoming Remarks

9:00 a.m. (1.50 hrs.)

Inside Look at Distressed Investing

An in-depth discussion from the front lines of distressed investing, with multiple perspectives on how deals and decisions are made. The issues and outcomes for real companies are addressed from the perspectives of judge, financial advisor, debtor and distressed investor.

 

Gerard Uzzi, Moderator

Milbank, Tweed, Hadley & McCloy LLP; New York

Hon. Robert D. Drain

U.S. Bankruptcy Court (S.D.N.Y.); New York

Gary T. Holtzer

Weil, Gotshal & Manges LLP; New York

Daniel B. Kamensky

Paulson & Co. Inc.; New York

Eric Siegert

Houlihan Lokey; Minneapolis

Thomas A. Tormey

Goldman Sachs Group Inc.; New York

10:30 a.m.

Coffee Break

Sponsored by PwC

10:45 a.m. (.75 hrs.)

Standard of Value

The federal code (and similarly state law) define "insolvent" as a "financial condition such that the sum of [the] entity's debts is greater than all of [the] entity's property, at a fair valuation..." 11 U.S.C. § 101(32)(A). Fair valuation is not defined in the bankruptcy code. How does fair valuation for solvency differ from fair market value which is used for valuation for income tax purposes? Or fair value which is used in shareholder oppression matters? What are the implications of using trading prices for the assets versus assuming continuity of operating within the existing legal entity? What are the differences it could create in measuring the cost of capital? Or contingent liabilities?

 

Roger J. Grabowski

Duff & Phelps LLC; Chicago

11:30 a.m. (1.00 hr.)

Misconceptions in Valuation: Collateral Value, Enterprise Value and Reorganization Value

 

Peter S. Kaufman, Moderator

Gordian Group, LLC; New York

Elizabeth Abrams

Millstein & Co.; New York

Michael H. Goldstein

Stutman, Treister & Glatt PC; Los Angeles

Michael C. Sullivan

Deloitte CRG; New York

12:30 p.m.

Adjourn to Keynote Luncheon Presentation

Thursday Afternoon, February 21

Presiding Officer:

James M. Lukenda

Huron Consulting Group; New York

1:00 p.m. (.75 hrs.)

Keynote Luncheon Presentation

Sponsored by Kurtzman Carson Consultants LLC

Gallatin’s Revenge: Sovereign Debt Sustainability and Valuation in the Modern Era

Albert Gallatin was the longest-serving U.S. Secretary of the Treasury (1801-1814) and came into office as a professed anti-Federalist, ardent proponent of fiscal responsibility, and vocal opponent of Alexander Hamilton’s financial policies. However, Gallatin failed to accomplish the Jeffersonian objectives of shrinking the national debt and eliminating taxes, as he was forced to finance a war with Great Britain and the purchase of the Louisiana territory. Gallatin also supported the First Bank of the United States and proposed federally financed infrastructure projects. Consolidation, it seems, is complicated. A discussion of the early history of sovereign debt in the U.S., in particular the roll-up of the obligations of the colonies into the newly constituted federal government, the role of the First Bank of the United States, and the political challenges of managing the debt. Sovereign debt sustainability and valuation in the modern era, focusing on governments’ ability and willingness to pay, the role of central banks, and a potential resolution to the euro area crisis, will be addressed.

 

James E. Millstein

Millstein & Co., L.P.; New York

1:45 p.m.

Refreshment Break

Sponsored by Development Specialists, Inc.

2:00 p.m.- 4:00 p.m.

ABI Commission to Study Reform of Ch. 11 Field Hearing on Valuation Issues

The Advisory Committee on the Role of Valuation in Chapter 11 Cases will conduct a public field hearing at Valcon 2013. Hearing topics include the various methods of enterprise valuation relevant to plan confirmation and valuation issues relevant to timing issues (e.g. estoppel) and disclosure of expert opinions.


Those interested in testifying should contact the Committee's reporters, Van Durrer (van.durrer@skadden.com) or Mark Scarberry (mark.scarberry@pepperdine.edu) for more information.

2:00 p.m.

Multi-National Restructurings: A Comparative View of Select Jurisdictions

The core of restructuring in the United States is the value of the entity at various points in time. The valuation of the post-restructured business plan is one of the most contentious yet essential components of restructuring. In the U.S. valuation takes on a strategic and tactical significance. It impacts the form of restructure, sale v. reorganization, and going concern v. liquidation. This panel contrasts approaches used by other jurisdictions around the world.

 

Paul C. du Vair, Moderator

Mesirow Financial Consulting, LLC; Chicago

Cory Lipoff

Hilco Merchant Resources, LLC; Northbrook, Ill.

Dominic McCahill

Skadden, Arps, Slate, Meagher & Flom LLP; London

Thomas A. Morrow

AlixPartners LLP; Southfield, Mich.

3:30 p.m.

Refreshment Break

Sponsored by Development Specialists, Inc.

3:45 p.m. (1.00 hr.)

Valuation, Restructuring and Taxes: The Good, the Bad and the Ugly

A bankruptcy reorganization or out-of-court restructuring can significantly impact tax attributes such as NOLS and basis. The existence of and ability to use such attributes after a reorganization or restructuring often affects value. Two common issues must be considered with regard to a transaction’s impact on such items: the reduction of tax attributes and limitations on the ability to use tax attributes. The topics addressing absorption of tax attributes include discharge of indebtedness income, attribute reduction, stock-for-debt exchanges, debt modifications and elections. The loss-limitation overview includes a look at § 382, special bankruptcy § 382 rules and trading restrictions.

 

Robert L. Liquerman, Moderator

KPMG LLP; Washington, D.C.

Steven J. Joffe

FTI Consulting; New York

Hon. Mark S. Wallace

U.S. Bankruptcy Court (C.D. Cal.); Los Angeles

4:45 p.m. (1.00 hr.)

Judicial Panel

Viewing valuation from the bench--what matters most to judges.

 

Jay M. Goffman, Moderator

Skadden, Arps, Slate, Meagher & Flom LLP; New York

Hon. Kevin J. Carey

U.S. Bankruptcy Court (D. Del.); Wilmington

Justice Geoffrey B. Morawetz

Ontario Superior Court of Justice, Commercial List; Toronto

Hon. James M. Peck

U.S. Bankruptcy Court (S.D.N.Y); New York

Hon. Gregg W. Zive

U.S. Bankruptcy Court (D. Nev.); Reno

5:45-7:00 p.m.

Networking Reception

Sponsored by Capstone Advisory Group, LLC and Grant Thornton LLP

Join us for drinks and hors d'oeuvres with faculty and participants.

Friday Morning, February 22

Presiding Officer:

Kaaran E. Thomas

McDonald Carano Wilson LLP; Reno, Nev.

8:00 a.m.

Conference Room Opens

Sponsored by GlassRatner Advisory & Capital Group LLC

8:30 a.m. (1.25 hrs.)

Implications of Valuations from the Board of Directors’ Perspective

Valuation can be a squishy thing. This panel examines how valuation analyses and disputes can be shaped and impacted based on the shifting positions and perspectives of directors and their advisors. Minority investors may push back on management's projections; special and independent committees may change board dynamics and influence views regarding valuation inputs; interested parties without a direct line to the board may attempt to influence valuation through litigation or posturing. These and other scenarios can greatly impact how directors view and utilize the valuation process. Such scenarios can also have a significant impact on professionals advising regarding valuation. To whom does the professional owe fiduciary duties? How should the shifting board landscape impact the professional's advice? Must the professional seek direction from parties outside the board?

Corinne Ball, Moderator

Jones Day; New York

Daniel Beaulne

Duff & Phelps, LLC; Dallas

Robert J. Dehney

Morris, Nichols, Arsht & Tunnell LLP; Wilmington, Del.

Edwin N. Ordway

Capstone Advisory Group, LLC; Saddle Brook, N.J.

Hon. Leo E. Strine, Jr.

Chancellor of Delaware Court of Chancery; Dover, Del.

Bettina M. Whyte

Alvarez & Marsal; New York

9:45 a.m.

Coffee Break

10:00 a.m. (.75 hrs.)

Primer on Financing Issues for Municipalities

An overview of the chapter 9 process, why municipalities do or do not file for chapter 9 protection, and the financial liabilities municipalities face, including bond debt, budget shortfalls, unfunded pension liabilities and costly union contracts. The discussion includes methods for restructuring bond debt under a plan of adjustment, issues related to general obligation bonds and special revenue bonds, how such claims are treated under Chapter 9, and related plan confirmation and valuation issues.

 

Theodore Orson, Moderator

Orson and Brusini, Ltd.; Providence, R.I.

Brian Feit

Ambac Assurance Corp.; New York

Karen S.D. Grande

Edwards Wildman Palmer LLP; Providence, R.I.

10:45 a.m. (1.00 hr. Ethics)

Ethics

Ethics Tales from the Front (and Side)

A judge and law professor discuss important areas that raise ethical issues, including the selection, usefulness and credibility of witnesses such as valuation experts; the ethics of advocacy and the role of zealousness; and stories about the surprising mistakes that people make.

 

Prof. Nancy B. Rapoport

University of Nevada, Las Vegas, Boyd School of Law; Las Vegas

Hon. Barry Russell

U.S. Bankruptcy Court (C.D. Cal.); Los Angeles

11:45 a.m.

Adjourn

 

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