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Opportunity Amidst Crisis: Saving Companies & Their Owners From Financial Ruin



Content Partner:  Financial Poise
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Description: This is an in-depth learning opportunity for business owners, corporate directors and officers, private equity professionals, and others seeking to learn the ins and outs of dealing with a financially distressed company – whether running one, buying one, or trying to get paid by one. This webinar is a multi-media improvisational “play” with audience Q&A, designed to teach:

●    How companies and their directors and officers should conduct themselves when facing insolvency
●    Strategic options available to financially distressed companies (friendly foreclosure, assignments for the benefit of creditors, chapter 11, etc.)
●    How to spot opportunities to purchase financially distressed companies & the various strategies and mechanisms available to do so
●    How to structure a deal (Equity v. assets? Hard v. soft assets? Going concern v. pieces)
●    The vendors’ perspective
●    How the impact of COVID-19 plays into all of the above.


Agenda
Act I – Looking in the Mirror
(Understanding the Company’s Current Position)

●    Scene 1 – What’s Your Problem?
●    Scene 2 – Your Problem Is Someone Else’s Opportunity.
●    Scene 3 – Your Problem Is Going to Be Lots Of Other Peoples’ Problems.
●    Scene 4 – Who Ya Gonna Call?

 Act I – Key Lessons:    

●    How to identify a distressed business’s problems
●    Tricks of the trade – quick fixes for the most common problems
●    The 13 Week Cash Flow
●    How vulture investors operate, how they can hurt, and how they can help
●    The differences between the need for an operational restructuring vs. financial restructuring
●    How to decide whether to fix it or flip it
●    How to manage communications with various creditor constituencies
●    How to locate, interview, and hire professionals who can help
●    Vocabulary lessons: debtor, debtor-in-possession, assignor, fraudulent transfer, preference, fiduciary duty, cash collateral, DIP financing, priorities, first day motions, reorganization, liquidation

Act II – Debating & Deciding
(Understanding the Company’s Options)

●    Scene 1 – Not Every Problem Is a Nail, Not Every Solution Is a Hammer.
●    Scene 2 – White Knights, Stalking Horses & Loan to Own Players.
●    Scene 3 – What Do You Want, What Do You Really Really Want?
●    Scene 4 – Pull the Trigger…Pull a Trigger.

 Act II – Key Lessons:    

●    The various legal regimes – how a business can reorganize or sell itself: Article 9 sales, assignments for the benefit of creditors, bankruptcy, chapter 7 vs. chapter 11, “regular” chapter 11 vs. subchapter V chapter 11
●    Key Drivers, for example: Personal guarantees, where the business is located, whether there is a secured lender with a lien on all assets, whether you think others will come and bid at an auction for your business
●    How to determine your goal and how to determine it is realistic
●    Why analysis paralysis can be fatal & how to avoid it

Act III – Door #11
(What Chapter 11 and its Alternatives Look Like – A Deep Dive)

●    Scene 1 – Chapter 11 Basics
●    Scene 2 – Comparing Chapter 11 to Its Alternatives
●    Scene 3 – Happy Endings
●    Scene 4 – Not So Happy Endings

 Act III – Key Lessons:    

●    How to file chapter 11
●    How to file a successful chapter 11 – a broad overview of what a chapter 11 case is
●    The biggest risks of chapter 11
●    Why subchapter V of chapter 11 can be a huge boon for owners of companies with less than $7.5 million (and maybe significantly more) of debt – due to COVID-19
●    How different facts about your company can make chapter 11 a better or worse option than its alternatives
 
Panelists
●    Brian Boorstein, Co-Founder/Partner Granite Creek Capital Partners has spent his career in the private equity, investment banking and consulting fields. He has been a principal equity investor for nearly 35 years, and has participated in leveraged buyouts, growth equity, venture capital and leveraged build-up transactions. Brian currently is a Co-Founder and Partner of Granite Creek Capital Partners, an investment fund that provides equity and debt capital to public and private companies and innovative specialty finance for underserved industries. Brian has an M.B.A. from the University of Chicago and a B.S. from Stanford University

●    Michael Brandess, Partner, Sugar Felsenthal Grais & Helsinger represents both healthy and distressed companies, and their principals, as they endeavor to conquer new goals and address material challenges. Has taken clients through complex sales, acquisitions, restructurings, and liquidations across the country. Guides myriad of clientele through both healthy and distressed transactions and situations, finding elegant solutions to difficult problems.

●    Matthew Brash, Managing Director, Newpoint Advisors & Subchapter V Trustee is a Managing Director and lead professional of Newpoint’s TRAIL (Trustee, Receivership, Assignee, Interim Management, Liquidation) platform. He also serves as an SBRA Subchapter V Trustee for the Northern District of Illinois, Eastern Division. Matthew works with companies, national and global commercial lenders, law firms, private equity firms, and key stakeholders in various turnaround stages. He meets each project with the goal of maximizing recovery and finding closure, efficiently and successfully. With a decade of experience, he is well-known and a go-to source in situations which require immediate deployment, strong management, communication and performance. He thrives on finding value where one believes there is little to none.

●    Christopher Cahill, Partner, L&G Law Group is Head of its Restructuring Practice Group. Practice focuses on representing secured and unsecured creditors of companies in financial distress in bankruptcy cases, UCC foreclosures, assignments of the benefit of creditors, receiverships and other resolution structures. Executive Editor of Commercial Bankruptcy Litigation, 2d Edition, a comprehensive treatise updated annually and published by Thomson Reuters, author of dozens of articles, and participant in over sixty webinars on varied aspects of commercial business formation and modes of financing, and insolvency legal practice.

●    Stephen Darr, Managing Director, Huron Consulting Group is a Managing Director with Huron Consulting concentrating in restructuring, reorganization, and litigation support. His reorganization experience includes law and professional services firms, healthcare, pharmaceuticals, energy, automotive, real estate/construction, mortgages/derivatives, telecommunications, and manufacturing and distribution. His experience includes debtor-in-possession financing, adequate protection issues, feasibility of business plans, preference and fraudulent conveyance actions,
best-interests test for unsecured creditors, allowability of claims, substantive consolidation issues, cash collateral arrangements, valuation, equitable subordination, reorganization tax issues, and key employee retention plans. Steve is a C.P.A, and holds certifications as an Insolvency and Restructuring Advisor, Distressed Business Valuation and Financial Forensics; he also holds FINRA series 7, 24 and 79 licenses.

●    Jonathan Friedland, Partner, Sugar Felsenthal Grais & Helsinger is a senior partner of the firm. He has deep experience in representing companies in financial distress, their boards of directors, owners, creditors, and buyers. Jonathan has worked with every strategic alternative and with companies ranging greatly in size and industry. Notable chapter 11 company-side representations include MusicLand/Sam Goody, HomeLife Corporation, and W.R. Grace. Principal Author and Editor-in-Chief of two leading treatises (Commercial Bankruptcy Litigation, 2d Edition and Strategic Alternatives For and Against Distressed Businesses), several chapters in other treatises, and scores of articles about chapter 11 and its alternatives. Jonathan served as an Adjunct Professor Strategic Management at the University of Chicago’s MBA Program and as a Visiting Professor of Entrepreneurial Law University of Tennessee College of Law. Some of his distinctions include earning the highest possible ratings from Martindale-Hubbell (AV® Preeminent™), AVVO (10/10), and Justia (10/10), and consistent yearly recognition as “Super Lawyer” in multiple areas of practice. Jonathan has been profiled, interviewed, and/or quoted in numerous publications, including Buyouts Magazine, The M&A Journal, Inside Counsel, LAW360, Bloomberg Businessweek, The Bankruptcy Strategist, Dow Jones Daily Bankruptcy Review, Bankruptcy Court Decisions, Dow Jones LBO Wire, and The Daily Deal. Jonathan has a
J.D. from the University of Pennsylvania and B.S. in Business Administration from the SUNYAlbany (from which he graduated magna cum laude in three years).
 
●    Bruce Goldstein, Managing Director, Amherst Partners s Managing director in the restructuring advisory practice. Bruce has more than 35 years of experience across a broad range of industries and has previously served as Interim CEO, COO and Chief Restructuring Officer for numerous companies as well as having served as a private equity Chief Operating Officer and Chief Financial Officer with broad responsibilities for a portfolio of 8 multinational operating companies generating in excess of $180 million in consolidated revenue as well as individual operating companies ranging from $4 million to $100 million in revenue. He is a co-founder and the Vice President – Finance of the national Private Directors Association as well as the CFO of its Chicago Chapter; a board advisory committee member of the Commercial Finance Association; and a member of the American Bankruptcy Institute, and the Turnaround Management Association. Bruce has an M.B.A. from the University of Chicago, a BS in Accounting from Indiana University Kelley School of Business and is a Certified Public Accountant.

●    Joe Greenwood, Partner, Livingstone Partners leads its Special Situations practice, which helps clients develop, evaluate, and execute M&A, refinancing and debt restructuring transactions across a variety of industries. He has over 20 years of financial advisory experience with extensive transaction expertise including section 363 sales, UCC Article 9 sales, federal receivership sales, assignments for the benefit of creditors, debt-for-equity swaps, and other negotiated balance sheet restructurings on behalf of his clients, including Maurice Sporting Goods, Cardiac Science, IPC International, Hartmarx Corporation, Tempel Steel Company, Robbins Bros. Corporation, and Key Lime Cove Resort. Prior to Livingstone, he was one of three founding members of William Blair’s Restructuring Group. He was also a Vice President with KPMG’s Corporate Recovery practice. Joe is a Certified Public Accountant and a Certified Insolvency and Restructuring Advisor.

●    Jay Heilbrunn, President, The Distributor Board Inc.has served in CEO, COO and President leadership roles for privately held companies; experience with board service; and, most importantly, the ability and experience to add value to privately owned companies. As President of The Distributor Board Inc., Mr. Heilbrunn has worked extensively with companies in wholesale distribution. The focus of his work is on merger & acquisition transactions. Mr. Heilbrunn serves on the Board of Directors and Chairs the Audit and Risk Committee for a Pennsylvania based National distribution company. Mr. Heilbrunn serves on the Board of Advisors for a company in Wisconsin. Mr. Heilbrunn is a member, founder and on the Board of Directors for the Private Directors Association, whose focus is creation of value through board formation. Mr. Heilbrunn is a member of the Board of Directors of the Midwest Business Brokers and Intermediaries. Leadership roles have included: COO of Alliance Paper and Foodservice Equipment; CEO of Runge Paper Company; President of Freund Container, a Division of Berlin Packaging; Vice President Marketing & Development for BASCO. Mr. Heilbrunn has an MBA from DePaul University, Chicago, Illinois; a BA from University of Wisconsin, Madison; and lives with his family in Chicago.

●    Dimitri G. Karcazes, Principal, Goldberg Kohn is a partner in the Bankruptcy & Creditors’ Rights Group and has spent his entire career representing secured lenders in the protection and enforcement of creditors’ rights in connection with both cash flow and asset-based loans. He has considerable experience with cross-border, high-yield, distressed debt, intercreditor and subordinated debt matters. Dimitri has a J.D. and B.A. from the University of Chicago.

●    Gregory A. Lafin, Managing Director, BKD Capital Advisors is Managing Director of BKD Capital Advisors a full-service investment bank and consulting firm, specializing in merger and acquisition advisory services for transaction values between
$10 and $300 Million Dollars. BKD Capital Advisors is a division of BKD CPA's and Advisors the Nation's 12th Largest CPA Firm. Greg and his firm offer: Seller Services, Acquisition Searches, Due Diligence and Transaction Support, Business Valuation, Financial Structuring and Modeling, Negotiation Support, and Profit Improvement and Advisory. Greg has over 25 years of experience serving small and mid-sized business owners. He received a B. A. in Accountancy from DePaul University and a MBA in Finance from the Keller Graduate School of Business. He is a Licensed Illinois Independent Business Broker, FINRA General Securities Representative - Series 7, FINRA Registered Investment Advisor - Series 66, FINRA Investment Banking Representative - Series 79, FINRA Registered Operations Professional- Series 99 and an affiliate member of the Illinois CPA Society. Greg also serves on the Executive Committee, the Board of Directors and was 2015 and 2010 Past President for the Midwest Business Brokers and Intermediaries Association (MBBI), is a NAFC M & A Task Force Member of the American Trucking Association, and serves on the Advisory Board of the Saint Viator Alumni and Friends Business Forum. Specialties: Manufacturing, Distribution, Business Services, Healthcare Services, Technology.
 
●    David Lorry, Managing Director, Versa Capital Management Managing Director and Senior Counsel, he is a member of the Portfolio Legal Services team that advises Versa and its portfolio companies on all aspects of their organization, investing, transactions, legal and business affairs. Prior to his current role, he was a member of Versa’s investment team. He has experience with restructuring, bankruptcy matters, mergers and acquisitions, capital raising, commercial lending, debt trading, general corporate transactions, and related matters. He is a frequent speaker as a member of the faculty of Financial Poise.

●    Robert Miller, Executive Vice President, Rosenthal & Rosenthal Executive Vice President and runs the Asset Based Lending Division of Rosenthal and Rosenthal, an 82year old family owned and controlled specialty finance company headquartered in New York City. Miller returned to lead the group in 2015 after having worked at Rosenthal from 1999 – 2001. In 2001, Miller worked at GE Capital in
Connecticut in the asset based and workout groups for 11 years. Miller held various jobs in the asset based and workout groups at several Connecticut and Boston based banks throughout his career. Miller holds a BS in finance from Ithaca College and an MBA from Pace University. Miller is a member of the Connecticut Chapter of the Turnaround Management Association and has been a speaker for the TMA, SFNet, NYIC and the American Bankruptcy Institute.

●    Greg Plotko, Partner, Richards Kibbe & Orbe Bankruptcy and Restructuring partner at Richards Kibbe & Orbe, a boutique financial services law firm. He advises and represents a diverse range of clients, including distressed investors, ad hoc creditor groups, creditors’ committees and major secured and unsecured creditors, as well as debtors, financial institutions and other parties, in complex Chapter 11 bankruptcy cases, out-of-court restructurings and other distressed situations.  Mr. Plotko also advises hedge funds and other financial institutions on the rights and remedies of various debt holders and on understanding complex corporate and capital structures, including credit and indenture analysis.

●    Aaron Todrin, President, Second Wind Consultants is the firm’s President. SWC is a business consultancy that specializes in transactional based debt workouts. Specifically, SWC has transformed Article 9 Sales of the Uniform Commercial Code from a liquidation tool to a business preservation model that operates as an efficient and effective alternative to Chapter 11 reorganizations, ABCs, or other turnaround methodologies. SWC has conducted approximately 2,000 Article 9 Reorganizations in the last 11 years, thereby saving exponentially more jobs while creating value for and in the American economy.

●    Jeffrey T. Varsalone, Managing Director, G2 Capital Advisors is a Managing Director at G2 Capital Advisors with over 20 years of experience in distressed transactions, including restructuring, turnaround, workouts, going concern asset sales and representing various stakeholders and parties-in-interest in out of court restructurings and chapter 11 bankruptcies. Jeff routinely serves as a Chief Restructuring Officer, assists clients with liquidity solutions, assesses business plan viability, structures plans of reorganization and conducts recapitalization and asset sale processes. Jeff has prepared expert reports on the solvency and valuation of distressed businesses and has testified in U.S. Bankruptcy Courts on a variety of issues. His experience covers a wide range of industries including construction, consumer products, energy, healthcare, hospitality, manufacturing, retail, technology and transportation.



Practice Areas: Bankruptcy & Creditors Rights, Mergers & Acquisitions, UCC & Secured Transactions
Online Media Type: Video
Production Date: 06/23/2020
Level: Intermediate
Category: Standard
Duration: 3 Hours, 57 Minutes
Online Format: On Demand

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Speakers:
Brian Boorstein - Co-Founder/Partner, Granite Creek Capital Partners, Chicago
Michael Brandess - Sugar, Felsenthal, Grais, & Hammer LLP; Chicago, IL
Matthew Brash - Managing Director, Newpoint Advisors & Subchapter V Trustee
Christopher Cahill - Lowis & Gellen LLP
Stephen B. Darr - Huron Consulting Group; Boston, MA
Jonathan Friedland - Sugar Felsenthal Grais & Helsinger
Bruce Goldstein - Managing Director, Amherst Partners
Joe Greenwood - Partner, Livingstone Partners
Jay Heilbrunn - President, The Distributor Board Inc.
Dimitri G. Karcazes - Goldberg Kohn
Gregory A. Lafin - Managing Director, BKD Capital Advisors
David S. Lorry - Versa Capital Management LLC
Robert Miller - Rosenthal & Rosenthal, NY
Greg Plotko - Partner, Richards Kibbe & Orbe
Aaron Todrin - President, Second Wind Consultants
Jeffrey T. Varsalone - Managing Director, G2 Capital Advisors
This product is designed to provide information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.


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