Day One: Tuesday, February 23, 2010
8:00 Registration and Continental Breakfast Q
9:00 Co-Chairs’ Opening Remarks
Dean D’Angelo
Director
D.E. Shaw & Co. (Bethesda, MD)
Alan W. Pope
Member
Moore & Van Allen PLLC (Charlotte, NC)
9:15 Market Outlook for 2010 and Beyond: Commercial Loans, Intercreditor Relations, and Restructuring in the New Economy
Ian Schnider
Managing Director
Fortress Investment Group (Los Angeles, CA)
Nathaniel R. Cohen
Partner
LBC Credit Partners, Inc. (Philadelphia, PA)
Peter J. Antoszyk
Partner, Co-Head of the Distressed Debt Group
Proskauer Rose LLP (Boston, MA)
Eric Goodison
Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York, NY)
- Implications of the credit crunch for liquidity, the commercial loan market, and restructurings in 2010
- Impact of the credit crunch on:
- Borrowers
- Private equity
- Investment banks
- Hedge funds
- Alternative investment firms
- How market conditions are affecting the negotiations and structures of new loan agreements
- How new market players are impacting outcomes in the current wave of defaults
- Evaluating the continuing viability of second liens
- Lessons learned from the use of cov-lites
10:30 Morning Coffee Break
10:45 Anticipating Defaults: Proactive Measures to Protect Your Investment
Michael Arougheti
Partner
Ares Management LLC (New York, NY)
Gerald M. Daniello
Managing Director
Cerberus Capital Management (New York, NY)
Dean D’Angelo
Director
D.E. Shaw & Co. (Bethesda, MD)
- Evaluating reporting practices and guidelines
- Ensuring that you are receiving the necessary reports and assessing them properly
- Determining whether you have the right to conduct collateral audits and to interview management
- Early warning signs that indicate trouble and how to respond to them:
- declines in collateral values, securities, or earnings
- resignation of chief financial officer or other key officers
- delays in audits or opinions from outside auditors
- delays in SEC filings
- investigations by governmental agencies
- industry-wide issues
- Assessing the true value of your collateral to know where you stand
- Determining if you are perfected and what to do if you are not
- Potential problems in loan documents and how to address them early on
- Knowing when a workout is appropriate and what you can expect to accomplish
12:00 Networking Luncheon for Speakers and Delegates
1:15 Complex Workouts: Overcoming Obstacles Created by Multilayered Debt Structures
David J. Kalal
Executive Director, Impaired Loan Management
UBS AG (Stamford, CT)
Lawrence E. Klaff
Principal and Managing Director
GB Merchant Partners, LLC (Boston, MA)
Peter Sherman
Managing Director and Co-Head of Restructuring Advisory
Bank of America Merrill Lynch (Charlotte, NC)
David S. Heller
Partner, Global Chair of the Finance Department
Latham & Watkins LLP (Chicago, IL)
Mark B. Joachim
Partner
Bracewell & Giuliani LLP (New York, NY)
William M. O’Connor
Partner, Chair of the Financial Services Group
Crowell & Moring LLP (New York, NY)
- Implications of debt trading for workouts
- Determining who owns the loan
- Criteria for determining your relative leverage position
- Using leverage to protect your interests
- Working cooperatively with key players to reduce timeframes and achieve objectives
- Pursuing out-of-court restructurings to reduce costs and save time
- Using valuation complexity to your advantage
- Industry-specific considerations:
- Manufacturing
- Real estate
- Health care
- Retail
- Automotive
2:45 Afternoon Refreshment Break
3:00 Ethical Considerations When Engaging in a Workout
Colin P. Cross
Managing Director
Crystal Capital (Chicago, IL)
Thomas B. Osmun
Managing Director
AlixPartners, LLP (New York, NY)
Thomas R. Califano
Partner, Vice Chair, Restructuring Practice Group
DLA Piper LLP (New York, NY)
- Ethical questions that arise when deciding whether to put a company into bankruptcy or to delay bankruptcy
- Special considerations when representing more than one creditor
- When converting debt to equity is appropriate
- Addressing your obligations to shareholders
- Warning signs of self-interest
- Dealing with conflicts of interest and independence across the entire capital structure
4:00 Second Liens, Intercreditor Agreements, and the Courts
Mark N. Berman
Partner
Nixon Peabody LLP (Boston, MA and New York, NY)
Jo Ann J. Brighton
Of Counsel
K&L Gates LLP (Charlotte, NC)
Timothy Graulich
Partner
Davis Polk & Wardwell LLP (New York, NY)
- Enforcement of intercreditor agreements relative to expectations
- Impact of court decisions on:
- Adequate protection waivers
- Use of cash collateral consents
- DIP financing consents
- Standstill periods
- Voting rights
- Negotiating voting rights going forward
- Risks of overplaying your hand
- Benefiting from the lessons learned in American Remanufacturers
- Dealing with inconsistencies between intercreditor agreements and underlying credit agreements
- Geographical implications of court decisions
5:15 Conference Adjourns
Day Two: Wednesday, February 24, 2010
8:00 Continental Breakfast
8:30 Co-Chairs’ Remarks
8:45 Restructuring: Evaluating and Implementing the Best Option for Your Situation
Paul J. Coughlin
Managing Partner
Longroad Asset Management, LLC (Stamford, CT)
Morrie Rutman
Partner
Richter Consulting, Inc. (Montreal, Quebec)
Michael J. Epstein
Managing Partner
CRG Partners (New York, NY)
J. Scott Victor
Managing Director
SSG Capital Advisors, LLC (West Conshohocken, PA)
Larry G. Halperin
Partner
Richards Kibbe & Orbe LLP (New York, NY)
- Factors to consider when evaluating a course of action
- capital structure
- management
- industry
- relative leverage and the objectives of the parties
- valuations - going concern versus liquidation
- the need to accommodate key players, including other creditors
- Determining the appropriate options for your situation
- restructuring
- waiver of default
- exchange for equity
- exercising stock powers
- insolvency procedures
- Industry-specific considerations
- Real estate
- Retail
- Automotive
- Airlines
- Determining when bankruptcy is the best option available
- Preparing for the role of bankruptcy creditor
- reorganizing the company
- liquidating assets
- impact on creditors
- timing issues
- pros and cons of prepackaged bankruptcy
- Chapter 11
10:15 Morning Coffee Break
10:30 Impact of Second Liens on Workouts and Bankruptcies
Thomas J. Donnelly
Executive Director
UBS Investment Bank (Stamford, CT)
Steven R. Strom
Managing Director
Co-Head, Recapitalization & Restructuring Group
Jefferies & Company, Inc. (New York, NY)
Kenneth H. Eckstein
Partner, Co-Chair of the Corporate Restructuring and Bankruptcy Department
Kramer Levin Naftalis & Frankel LLP (New York, NY)
Alan W. Pope
Member
Moore & Van Allen PLLC (Charlotte, NC)
Ray C. Schrock
Partner
Kirkland & Ellis LLP (Chicago, IL)
- Assessing the results of recent workouts and bankruptcies involving second liens
- Intercreditor disputes
- Creditor recoveries
- Impact of second lien lenders on:
- DIP facilities
- Section 363 sales
- Workout/bankruptcy timetables and pre-packaged/pre-arranged plans
- How “loan-to-own” objectives affect restructuring dynamics and valuation considerations
- Evaluating an intercreditor agreement to determine where you stand
- Determining whether the agreement provides second lien lenders with sufficient protection
- Which intercreditor agreement terms really matter?
- Assessing the enforceability of specific provisions of the agreement
- Overcoming conflicts that can arise from cross-holdings
- Impact of second liens on debtors during a workout
11:45 Anticipating, Minimizing, and Resolving Intercreditor Conflicts of Interest
Rayan R. Joshi
Vice President and Senior Counsel
Plainfield Asset Management LLC (Greenwich, CT)
Brett P. Barragate
Partner
Jones Day (New York, NY)
My Chi To
Partner
Debevoise & Plimpton LLP (New York, NY)
- Strategies for minimizing conflicts amongst the key players at every step of the intercreditor relationship
- Anticipating and avoiding potential conflicts of interest amongst creditors
- Best practices for resolving conflicts when they arise
- Evaluating and understanding the goals and interests of senior debt holders and second lien lenders during
- Downturns
- Workouts
- Bankruptcy
- How the current wave of defaults is impacting intercreditor relations
- Working with second lien creditors to ensure that they remain silent in workouts
- Overcoming valuation conflicts
1:00 Conference Ends
Post-Conference Master Class
Wednesday, February 24, 2010 | 2:00 p.m. – 5:00 p.m.
Drafting Techniques and Negotiating Strategies for a New Generation of Intercreditor Agreement
Robert L. Cunningham
Partner
Co-Chair of the Global Finance Practice Group
Gibson, Dunn & Crutcher LLP (New York, NY)
Mark B. Joachim
Partner
Bracewell & Giuliani LLP (New York, NY)
In light of the guidance provided by the current wave of defaults and the bankruptcy courts with respect to intercreditor agreements, it is imperative that you negotiate and draft these agreements going forward with the proper care and skill. By the conclusion of this Master Class, you will have learned which intercreditor agreement provisions are the most important and the most contentious and you will have mastered the negotiating strategies and drafting techniques that will help you protect your interests.
Topics to be addressed include:
- Outlook for intercreditor agreements going forward
- What the bankruptcy courts have taught us
- Impact of the economic downturn on intercreditor agreement negotiations and drafting
- Using the uncertainty of bankruptcy to gain leverage in negotiations
- Payment subordination versus lien subordination
- “Loan-to-own”
- Standstill periods
- Collateral sales outside of bankruptcy
- Bankruptcy provisions:
- DIP financing
- Use of cash collateral
- Debt caps
- Adequate protection rights
- Voting rights
- Section 363 consents
- Option to purchase senior debt
Conference Details
