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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