Conference
Recap: By Mike Sullivan
Advanced Plan of Reorganization Conference
The AIRA’s Annual Plan of
Reorganization Conference was held in New York on October 4, 2004.
With more than 100 attendees, this conference lived up to its advanced
billing as an “Advanced” conference, with 7 different
topics presented by panelists of outstanding quality and caliber.
Many of the precedent setting seminar topics were discussed by professionals
who were involved in the actual matters presented. The conference
was held at the beautiful Manhattan offices of Ernst & Young.
The conference started with a case
study presentation on the WorldCom bankruptcy “How Do You
Make a Complex Capital Structure Simple in 10 Easy Steps”.
Panelists included Brian Benjet of MCI; Alfredo Perez of Weil, Gotshal
& Manges; Tony Sasso and Kirk Blair of Deloitte & Touche.
Mr. Benjet was WorldCom’s primary internal attorney during
the restructuring and Mr. Perez was debtor’s counsel.
Marc Rosenberg of Kaye Scholer
and Mitch Drucker of CIT Business Credit discussed “Structuring
Exit Financing Arrangements”, presenting current trends from
both the debtor and lender points of view.
“How Tax Issues Can Effect
the Economics of Plans of Reorganization” discussed how tax
issues can impact both plan terms and economics. This session examined
various aspects of IRC Section 382 and was lead by Steve Joffe of
FTI; Howard Tucker of Ernst & Young and Sydney Unger of Kaye
Scholer.
“Making Lemonade Out of Lemons”
focused on various aspects of post confirmation litigation including
case strategies, the universe of potential defendants, potential
case pitfalls, paying for the litigation and a variety of case studies.
This session was lead by Bill Lenhart of BDO Seidman; Jordan Siev
of Anderson Kill & Olick and Monty Claybrook of Claybrook Associates.
Aaron Cahn of Carter, Ledyard &
Milburn; Jerry D’Amato of BDO Seidman and Andrew Silfen of
Arent Fox discussed “Reallocation Plans and Unlocking Value
for Unsecured Creditors”. This panel explored confirmation
of plans in administratively insolvent cases and how to realize
value for unsecured creditors in out-of-the money cases. A variety
of relevant items were discussed including Give-Ups, Gifts, Subordination
and Settlements.
The potential impact to future
plans of reorganization based upon a recent decision reached by
the US Bankruptcy Court was presented in “Exide Valuation
Decision: A Highly Charged Debate”. This panel discussed the
key valuation issues on which the Court’s Exide decision turned
and its future implication for bankruptcy valuation disputes was
discussed by panelists Lisa Donahue of AlixPartners; Bill Derrough
of Jefferies & Company and Durc Savini of Miller Buckfire Lewis
Ying & Co. Of special note is that Ms. Donahue acted as the
CFO of Exide and Mr. Derrough performed the valuation work at Exide
for the creditors committee and provided court testimony.
The final session, “Dealing
with PBGC Claims and other Benefit Issues” was presented by
a panel consisting of Babette Ceccotti of Cohen Weiss and Simon;
Carol Connor Flowe of Arent Fox and Karen Wagner of Davis Polk &
Wardwell. These attorneys personally represented LTV Corp., the
PBGC and the United Steelworkers of America in the first LTV bankruptcy
case, spanning a decade from the mid 1980s to the early 1990s..
Known as In re Chateaugay, many of the issues covered during the
session established case law in this area.
The conference concluded with a
Cocktail reception where conference attendees and panelists had
an opportunity to mingle and discuss the day’s program.
Reception
Sponsors:
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Conference
Schedule
:
8:00–8:30am
Registration and Continental Breakfast
8:30-8:45am
Introduction & Opening Remarks
8:45–9:45am
MCI-WorldCom: How do you make a complex capital structure simple
in 10 easy steps?
Expert panelists discuss significant
issues in one of the largest and most complex bankruptcies in corporate
history and how a plan of reorganization was negotiated without
financial statements.
Speakers:
Anthony Sasso, CIRA (Deloitte & Touche
Reorganization Services); Kirk Blair (Deloitte
& Touche Reorganization Services); Brian Benjet
(MCI); Alfredo Perez (Weil, Gotshal
& Manges).
9:45–10:45am
Structuring Exit Financing
Arrangements
This panel will focus on the process
of structuring exit financing arrangements from both the debtor
and lender point of view.
Speakers:
Marc Rosenberg (Kaye Scholer LLP); Mitchell
Drucker (CIT Business Credit); Steven
Panagos, CIRA (Kroll Zolfo Cooper LLC).
10:45-11:00am
Break
11:00am-12:00
noon Tax Issues in Plans of Reorganization - How Tax Issues Can
Effect the Economics of Plans of Reorganization.
A panel of tax experts will discuss
the tax rules impacting plans of reorganization and illustrate how
tax issues can impact both plan terms and economics.
Speakers:
Sydney Unger (Kaye Scholer LLP); Howard
Tucker (Ernst & Young); Steven Joffe
(FTI Consulting Inc).
12:00–1:00pm
Lunch
1:00-2:00pm
Post Confirmation Litigation - “Making Lemonade out of Lemons”
A panel discussion, including
case studies, of strategic considerations (Chapter 7 or 11); identification
of claims and defendants; and sources of funding for the litigation.
Speakers:
William Lenhart, CIRA (BDO Seidman LLP);
Jordan Siev (Anderson Kill & Olick PC);
James McGinley (Wilmington Trust Company).
2:00-3:00pm
Reallocation Plans and Unlocking Value for Unsecured Creditors
Confirming plans in administratively
insolvent cases - realizing value for unsecured creditors in out
of the money cases. A discussion of Give-Ups, Gifts, Subordination
and Settlements.
Speakers:
Andrew Silfen, Arent Fox PLLC, Gerard
D’Amato, BDO Seidman LLP, Aaron Cahn,
Carter Ledyard & Milburn LLP
3:00-3:15pm
Break
3:15-4:15pm
Exide Valuation Decision: A Highly Charged Debate
Panelists will discuss the key
valuation issues on which the Court’s Exide decision turned
and its implication for bankruptcy valuation disputes going forward.
Speakers: Durc
Savini (Miller Buckfire Lewis Ying & Co LLC);
William Derrough (Jefferies & Company,
Inc).
4:15-5:15pm
Dealing with PBGC Claims and other Benefit Issues
The lawyers who represented LTV
Corp., the PBGC and the United Steelworkers of America will discuss
the legal principles, jurisdictional issues and conundrums created
by insufficient funding.
Speakers: Carol
Connor Flowe (Arent Fox PLLC); Karen
Wagner (Davis Polk & Wardwell); Babette
Ceccotti (Cohen Weiss and Simon LLP).
5:30-7:00pm
Cocktail Reception
Reception Sponsors:
Arent Fox PLLC
Kaye Scholer LLP
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