2015 VALCON

This panel will focus on developments related to the use of liquidating trusts from both the legal and financial reporting perspectives. Expected topics will include the use of liquidating trusts in the prosecution of actions on behalf of, and for the benefit, of creditors (and the financial concerns, timing, and fiduciary concerns that accompany the prosecution of the same), and the application of recent accounting pronouncements related to liquidation accounting and the accompanying valuation considerations.

Issues surrounding the assessment and quantification of long-term, unliquidated obligations; such as pensions, environmental remediation, and perpetual care of cemeteries, are complex and divisive. This panel will explore the issues, as well as methods and techniques, to be considered when assessing and quantifying such debt in the context of financial distress and bankruptcy.

Valuation is a critical, and often hotly disputed, issue in most bankruptcy cases. Enterprise valuations drive creditor recoveries, and solvency valuations are often outcome-determinative for the success (or failure) of fraudulent transfer and other bankruptcy-related litigation. As a result, valuation disputes often become mini-battles of the experts, the reasonableness of their assumptions and their relative credibility. Disputes usually center around those items where the expert has made subjective adjustments based on professional judgment, and even small adjustments can lead to substantial differences in value. This panel explores those issues that are most often “adjusted” based on professional judgment, including normalizing EBITDA, methodology weighting, treatment of excess cash, control premiums, minority discounts, liquidity discounts, and contingent assets and liabilities.

Using a case study approach, this panel will examine the restructuring alternatives of a typical mid-cap company, with mock negotiations between and among a distressed company, its senior secured bank lenders, its mezzanine lenders and the equity. The presentation will focus on valuation, along with the benefits and burdens of (1) bankruptcy, (2) exercising the rights and remedies of a secure lender, (3) a consensual out-of-court restructuring and (4) the techniques and strategies for each constituency to achieve its goals.

A review and analysis of the cost, market and income (cash flow) approaches in business valuation, including key assumptions in each of these valuation methodologies and a discussion of how academics and practitioners vary in their approaches.

Distressed companies usually show declining financial performance prior to failure. This session will focus on key financial ratios such as liquidity, leverage and coverage, as well as a firm’s sources and uses of funds, cash-conversion cycle and free cash flow, both before and after restructuring.

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.

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.

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

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."