ABI

TRACK A   |   TRACK B

Wednesday Afternoon, February 26

12:15 p.m.

Registration Opens

Track A: Bootcamp – Financials and Valuation Methodologies


Sponsored by Berkeley Research Group, LLC, and Dorsey & Whitney LLP


Presiding Officer:

Samuel J. Gerdano

American Bankruptcy Institute; Alexandria, Va.

12:50 p.m.

Welcoming Remarks

1:00-2:15 p.m. (1.25 hrs.)

Accounting and Finance Basics

This session will cover revenue and expense recognition, financial statement analysis, financial ratios, and the calculation and forecasting of a firm’s free cash flow.

 

Jim Nolen

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

2:15-2:30 p.m.

Refreshment Break

2:30-3:45 p.m. (1.25 hrs.)

Valuation Basics

This session will take a look at different valuation techniques, including asset approaches, market approaches and income approaches. Concepts such as time value of money, discounted cash flows, determining the discount rate and cost of capital, and terminal value assumptions will be illustrated. Comparable companies and precedent transactions to establish the relative enterprise and equity value of firms will also be examined and discussed.

 

Cesare Fracassi

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

3:45-4:00 p.m.

Refreshment Break

4:00-5:15 p.m. (1.25 hrs.)

Special Issues: Options, Bankruptcy/Restructuring and Corporate Governance

This panel will feature a discussion of basic option concepts, debt and equity claims, bankruptcy priorities and corporate governance issues.

 

Cesare Fracassi

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

Jim Nolen

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

5:15-6:30 p.m.

Opening Networking Reception

Sponsored by PwC and Vinson & Elkins LLP

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


Track B: Technical Valuation Issues


Sponsored by Berkeley Research Group, LLC, and Dorsey & Whitney LLP


Presiding Officer:

Grant W. Newton

Association of Insolvency and Restructuring Advisors; Medford; Ore.

12:50 p.m.

Welcoming Remarks

1:00-3:00 p.m. (2.00 hrs.)

Revenue and Cash Flow Forecasting

This session will outline methods of developing meaningful and timely revenue and cash flow forecasts for financially distressed businesses, including considerations that management takes into account in developing its forecast, commentary on relevant case law concerning such matters, and factors that could be considered by interested third parties and practitioners regarding the reasonableness of such projections, such as modeling techniques.

 

Joseph A. DiSalvatore, Moderator

Grant Thornton LLP; New York

Candice Irvin

AMR Corporation; Fort Worth, Texas

G. William Kennedy

Berkeley Research Group, LLC; Boston

James M. Lukenda

Huron Consulting Group; New York

Steven T. Waterman

Dorsey & Whitney LLP; Salt Lake City

3:00-3:30 p.m.

Refreshment Break

3:30-5:15 p.m. (1.75 hrs.)

Markets vs. Models

This panel will consider the robustness of financial models and valuation techniques in assessing the value of financially distressed businesses vis-à-vis the market for debt and equity securities of such businesses. Market efficiency/accuracy will also be considered, as well as the circumstances that might warrant abandoning the values determined by the market in favor of a model-driven value estimate.

 

Bernard Pump, Moderator

Deloitte Financial Advisory Services, LLP; Chicago

Michael T. Roberts

Roberts Capital Advisors, LLC; New York

Martin Rodgers

THL Credit Senior Loan Strategies LLC; Oak Brook, Ill.

William P. Hrycay

NERA Economic Consulting; New York

Teri Stratton

Piper Jaffray & Co.; El Segundo, Calif.

5:15-6:30 p.m.

Opening Networking Reception

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

Sponsored by PwC and Vinson & Elkins LLP

Thursday Morning, February 27

Presiding Officer:

Randall S. Eisenberg

AlixPartners LLP; New York

8:00-8:45 a.m.

Registration and Networking Breakfast

Sponsored by McGuireWoods LLP

8:30 a.m.

Welcoming Remarks

8:45-9:45 a.m. (1.0 hr.)

Bankruptcy: When Is It the Answer? Maximizing the Value of Distressed Debt

In today’s environment, several options exist for effectuating a restructuring of a company in distress. When is a chapter 11 filing the best option given the costs, risks and potential for reputational damage, and when is it not? This panel will discuss the fundamental questions to be asked when considering the alternatives to bankruptcy and, more specifically, when bankruptcy preserves or creates value.

 

Randall S. Eisenberg, Moderatorr

AlixPartners LLP; New York

Brad Erens

Jones Day; Chicago

Joshua S. Scherer

Parella Weinberg Partners LP; New York

Joseph H. Smolinsky

Weil, Gotshal & Manges LLP; New York

Bettina M. Whyte

Alvarez & Marsal; New York

9:45-11:00 a.m. (1.25 hrs.)

The Value Distribution Waterfall: Flows and Diversions

This session will examine the legal issues that impact the flow and diversion of the value distribution waterfall, including identifying gaps between the scope of, and the methodology for determining, enterprise value and collateral value; the impact of §§ 502, 506(a), 506(c) and 552 on the allowed amount of secured and unsecured claims; and contractual and non-contractual adjustments to legal priorities (including intercreditor lien agreements, intercreditor claim-subordination agreements, participation agreements and collective action, equitable subordination, intercompany claims and substantive consolidation). Using a hypothetical case, the panel will illustrate these issues and the uncertain and complex valuation, allocation and intercreditor issues that can arise in a multi-tranched, multi-debtor restructuring case.

 

Michael H. Goldstein, Moderator

Stutman, Treister & Glatt PC; New York

Steven M. Abramowitz

Vinson & Elkins LLP, New York

Ephraim Diamond

Davidson Kempner Capital Management LLC; New York

David Hilty

Houlihan Lokey; New York

Jack F. Williams

Mesirow Financial Consulting, LLC; Atlanta

11:00-11:15 a.m.

Coffee Break

Sponsored by Stutman, Treister & Glatt PC

11:15 a.m.-12:15 p.m. (1.0 hr.)

Valuation Standards: Market Test vs. Expert Valuations

This panel will take a look at developments in legal standards for determining the whole enterprise valuation, and their impact on valuation methodology. What drives the market definition and its underlying policy? When is the market likely to be wrong (and how do you show when not to trust the market)? How reliable is a “robust auction,” and why might the outcome differ from an expert valuation? When is an expert valuation likely to be suspect? The status of the “new value doctrine” and related valuation issues will also be discussed.

 

Hon. Robert D. Drain, Moderator

U.S. Bankruptcy Court (S.D.N.Y.); White Plains

Allen Pfeiffer

Duff & Phelps, LLC; Morristown, N.J.

Geoffrey T. Raicht

Proskauer; New York

Mark J. Shapiro

Barclays Capital; New York

12:15 p.m.

Adjourn to Luncheon and Keynote Presentation

Thursday Afternoon, February 27

Presiding Officer:

Isaac Lee

PwC; Los Angeles

12:45-1:30 p.m. (.75 hr.)

Keynote Luncheon Presentation

Sponsored by KCC

 

David Alan Tepper

Appaloosa Management L.P.; Short Hills, N.J.

1:30-1:45 p.m.

Refreshment Break

Sponsored by Development Specialists, Inc.

1:45-2:45 p.m. (1.0 hr.)

Valuation Game Theory: Constituents’ Tactics and Perspectives

How do different constituencies “play” the same valuation issue? This panel will explore how and why valuation is an art and not a science in chapter 11, and will take on the challenge of debating whether or not this should trouble us as bankruptcy professionals and investors.

 

Matthew A. Feldman, Moderator

Willkie Farr & Gallagher LLP; New York

Neil Augustine

Rothschild; New York

Daniel H. Golden

Akin Gump Strauss Hauer & Feld LLP; New York

Andrew Milgram

Marblegate Asset Management, LLC; Greenwich, Conn.

2:45-3:45 p.m. (1.00 hr.)

Making Your Case: Presenting Valuation Evidence

This panel will present strategies and tips for presenting financial evidence in chapter 11 cases. Panelists will discuss the selection, roles and fee arrangements of financial advisors and experts, employment applications/standards under the Bankruptcy Code, disclosure, protecting privilege, opinion testimony, use of demonstrative evidence, witness preparation and more.

 

Robert J. Dehney, Moderator

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

Van C. Durrer

Skadden, Arps, Slate, Meagher & Flom LLP; Los Angeles

Peter S. Kaufman

Gordian Group, LLC; New York

Andrew M. Leblanc

Milbank Tweed Hadley & McCloy LLP; Washington, D.C.

Hon. Barry Russell

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

3:45-4:00 p.m.

Refreshment Break

Sponsored by Development Specialists, Inc.

4:00-4:45 p.m. (.75 hr.)

Are Blanket Liens Really Blanket? Allocating the Going-Concern Surplus

This panel will address the entitlement of a secured lender with a "blanket lien" on a company’s assets to share in the going concern or enterprise value of that company when it is liquidated in a § 363 sale or otherwise dealt with under a chapter 11 plan. The circumstances under which such sharing in “going concern” value has been permitted, the cases on both sides of the issue, and the policy arguments in favor of and against the secured lenders’ right to access such value to satisfy its secured claim will be explored.

 

Dennis F. Dunne, Moderator

Milbank, Tweed, Hadley & McCloy LLP; New York

David M. Hillman

Schulte Roth & Zabel LLP; New York

Melissa B. Jacoby

University of North Carolina School of Law; Chapel Hill, N.C.

Roy A. Salter

FTI Consulting, Inc., Los Angeles, CA

4:45-5:30 p.m. (.75 hr.)

Case Study: AMR

Deconstructing the Value Proposition Behind the American-US Airways Merger: How Extraordinary Value was Achieved for AMR's Creditors and Equity Holders
From the outset of AMR's chapter 11 filing in November 2011, the Creditors' Committee focused on working closely and collaboratively with the Debtors to craft innovative solutions for the airlines' labor and pension issues and to systematically evaluate AMR's restructuring alternatives, identify a path for emergence that maximized the value of the airline, and craft a confirmable plan of reorganization that would command the strong support of general unsecured creditors and other economic stakeholders. The reorganization plan that was adopted relied on the consummation of a merger with US Airways, in order to combine American's and US Airways' complementary networks, increase convenience and efficiency and provide more options for customers, as well as facilitate AMR's transformation into a profitable and sustainable global airline. This roundtable of advisors will discuss how early labor and pension strategies led to the development of a standalone business plan which then could be compared to a potential merger inside chapter 11 – preserving the synergy values for chapter 11 stakeholders. The roundtable will also discuss the unique distribution mechanism that was adopted which avoided valuation disputes during the plan confirmation process in favor of a post-emergence "market test."

 

John (Jack) Wm. Butler, Jr., Moderator

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

William Q. Derrough

Moelis & Company; New York

Brad Meyer

Millstein & Co.; New York

Matthew Chou

Rothschild Inc.; New York

Fredrick Vescio

Houlihan Lokey; Minneapolis

5:30-7:00 p.m.

Networking Reception

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

Sponsored by Gordian Group, LLC and Rezerve Consulting LLC

Friday Morning, February 28

Presiding Officer:

Donald S. Bernstein

Davis Polk & Wardwell LLP; New York

8:00-8:30 a.m.

Networking Breakfast

8:30-9:30 a.m. (1.0 hr.)

Judicial Panel

This panel will consider current issues of interest to judges and insolvency professionals.

 

Donald S. Bernstein, Moderator

Davis Polk & Wardwell LLP; New York

Hon. Robert D. Drain

U.S. Bankruptcy Court (S.D.N.Y.); White Plains

Hon. Arthur J. Gonzalez (ret.)

New York University School of Law; New York

Hon. Barry Russell

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

9:30-10:15 a.m. (.75 hr.)

ResCap and the Use of Examiners in Chapter 11 Cases

The strategic use of Examiners in some of the largest and most complex Chapter 11 cases has become more frequent in recent years. This panel explores the use of an Examiner to investigate, analyze and value potential causes of action and other contentious issues in ResCap and other significant Chapter 11 cases.

 

Ralph S. Tuliano, Moderator

Mesirow Financial Consulting, LLC; New York

Hon. Arthur J. Gonzalez (ret.)

New York University School of Law; New York

Howard Seife

Chadbourne & Parke LLP; New York

10:15-10:30 a.m.

Coffee Break

Sponsored by Schulte Roth & Zabel LLP

10:30-11:30 a.m. (1.0 hr.)

Red Flags: When Your Valuation Expert’s Report Doesn’t Seem Right, What Are Your Options?

After you have found your valuation expert, how do you know that the expert’s report is accurate? This panel will discuss some of the red flags that should cause you to raise some questions with your own expert (or consider asking the other side’s expert in cross-examination), and will discuss how organization might make it easier or harder to catch red flags.

 

Edward T. Gavin

Gavin/Solmonese; Wilmington, Del.

Nancy B. Rapoport

University of Las Vegas William S. Boyd School of Law; Las Vegas

11:30 a.m.

Adjourn

 

   

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