Presented by

Many dealmakers have noted a scarcity of opportunities for distressed investors as low interest rates and excess liquidity have enabled companies to refinance rather than restructure their way out of distress Will the coming year present more or less opportunity Are there specific company profiles or industries that investors should focus on to identify good targets

At the 2013 MampA Advisor Distressed Investing Summit in Palm Beach Florida a group of industry experts weighed in on where they believe the distressed investing market will be going in the next year Session faculty members included

bull Nancy Peterman - Moderator ndash Chair of the Chicago Business Reorganization amp Financial Restructuring Practice Greenberg Traurig

bull Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

bull Conor Tully Senior Managing Director FTI Consulting

bull Suzanne Yoon Principal Transaction Development Versa Capital Management

bull Albert Kass Vice President of Corporate Restructuring Kurtzman Carson Consultants

bull Michael Goodman Managing Director SSG Capital Advisors

The panel shared in-depth insights ranging from howwhere to look for restructuring targets to detailed examples of how transactions are being structured and won Among the topics covered

bull Are we in a historical cycle or are we in a new paradigm

bull The impact of excess liquidity on the restructuring market

bull Industry sectors that may yield opportunity in the coming year

bull Creative approaches being employed by investors to secure the deal

bull What needs to happen to jump start the restructuring market

We would like to thank the faculty members for their insightful contributions to this discussion Their observations are set out in the following pages of this report

A Historical Cycle or a New Paradigm

Moderator Nancy Peterman set the stage by asking the panelists to weigh in on the current behavior characterizing the distressed MampA market

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

THE MampA ADVISOR SYMPOSIUM REPORTTHE MampA ADVISOR SYMPOSIUM REPORT

2013 MampA ADVISOR DISTRESSED INVESTING SYMPOSIUM

March 2013

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Michael Goodman of SSG Capital Advisors offered an interesting perspective that raises the question ldquoAre we in a cycle Or are we in new territoryrdquo In his view wersquore in the midst of what have been pretty regular cycles that have taken place for a couple hundred years ldquoWersquore in a very logical placerdquo he said ldquoWersquore coming out of a recession The banks have actually done a pretty nice job of cleaning up their portfolios so therersquos not a lot of distressed activity in 2012 and going into 2013 Interest rates are low which is very logical at this pointrdquo

He added ldquoWersquore growing not at a rate that a lot of people would like to see but wersquore on track and where you might expect us to be Therersquos all this liquidity which is again a logical outgrowth of the lower interest rates So what yoursquore seeing is a pretty quiet distressed MampA market and a pretty quiet restructuring market but itrsquos a picture being painted for a repeat of historyrdquo

On the other hand Goodman warned investors to be on the lookout for changes in the cycle ldquoWe now live in a world that is so interconnected and so much more sensitive to other factors such as ineptitude in Congress globalization issues in Europe and China global warming drought and terrorism Instead of a regular cycle we may now be lurching from event to event If thatrsquos the answer where are we goingrdquo

Another factor that may be disrupting the traditional cycle is the explosion of international investment in the US ldquoDespite the recession here it appears that globally the US still seems to be the most stable place to put your moneyrdquo said Suzanne Yoon of Versa Capital Management ldquoSo yoursquove got a ton of European money flooding in and everybody chasing returns although interest rates are zerordquo

However predicting its long-term impact on the market is tougher ldquoWhat I really canrsquot tell is if thatrsquos the norm or if thatrsquos just the cyclerdquo said Yoon ldquoWersquore in kind of a conundrum because we have all of this capital in the US with no growthrdquo

Excess Liquidity and Its Impact on Restructuring

Without a doubt excess liquidity has dramatically reduced the pipeline of restructuring opportunities for distressed investors With so much excess capital available for refinancing many companies that perhaps should be restructuring arenrsquot

As Durc Savini of Peter J Solomon Company noted ldquoWhat were the driving factors or constraints in restructuring activity in 2012 I would say two words ndash liquidity and uncertainty Last year was a record issuance of high-yield and leverage loan volume Most of the money went to refinancing To a lesser extent some went to dividend recaps and some to sponsor-to-sponsor transactions that were financed but almost all of it was refinancing So that took some risk out of the cohort of companies we look to for restructuring activityrdquo

Albert Kass of Kurtzman Carson Consultants added ldquoWe saw lot of deals where the parties were prepared to file for Chapter 11 and in the 11th hour there was money available It didnrsquot even make 100 sense that there was money available but the restructurings never happened the Chapter 11 was just never filed It was left on the shelf waiting to happenrdquo

Panelists all agreed that this environment will continue as long as excess capital is available interest rates remain low and investors continue to look for higher returns

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Safe Lending Still the Norm

In the realm of cycles the question always lurks ldquoIs the money lsquodumb enoughrsquo yetrdquo Or are lenders making loans on riskier ventures than they should Is it happening enough to impact the financial market At this point the panelists felt that lenders are still being pretty conservative in their lending Said Savini ldquoWersquore too close to what happened a couple of years ago and with interest rates so low yoursquore going to see a slow time at least through this yearrdquo

Michael Goodman concurred ldquoYou are seeing all these new lenders and all this liquidity and yoursquore seeing the invokes starting to be pushed as it relates to covenantsrdquo he said ldquoBanks who wouldnrsquot touch lending against fixed assets are now doing that a little bit more Leveraged multiples are creeping up but to me itrsquos not at the point where itrsquos irresponsible yetrdquo

Predicting the Uptick in Restructuring Activity

Another aspect of predicting when restructuring activity levels will rise is understanding the cycle related to lending defaults and restructuring Yoon noted that restructuring activity takes place in a three- to five-year cycle after a peak in lending ldquoIn 2009 nobody was lending The banks started lending in 2010 and we started to see a significant pick up in 2011 and 2012rdquo she said ldquoWe actually were really busy doing recaps this past year versus exiting deals My sense based on whatrsquos going on is that therersquos not going to be a big downturn in 2013rdquo

Nonetheless panelists agreed that at some point more companies will be forced into restructuring likely when refinancing becomes too expensive or is no longer available This may be triggered if and when the Federal Reserve Bank raises interest rates ldquoInterest rates need to go up That will flush out the weaker borrowers who wonrsquot be able to handle their debt payments anymorerdquo said Conor Tully of FTI Consulting ldquoOr we may have another event where we may go back into a recessionary periodrdquo He believes this may happen at the end of 2013 resulting in more assets changing hands new acquisitions and consolidations within industries

Savini pointed out that the restructuring pipeline is growing ldquoWersquore building inventory itrsquos unquestionable You look at the pull from a leverage statistics and at the price multiples that are being paid and you can see a direct echo of what happened from 2004 to 2007rdquo he said ldquoWersquore not quite there yet None of us can tell you what the triggerrsquos going to be but certainly wersquore building that inventoryrdquo

One measurement that Savini tracks is downturns ldquoLast year 2012 was the first year that downgrades have actually outpaced upgrades since the recessionrdquo he said ldquoSo we had three consecutive years where you had more upgrades than downgrades Itrsquos changed and why is that Because the composition of debt being issued is increasingly riskier call it B+ or lower rated paper When you look at the cohort of debt as B- or lower rate and consider how much of that is trading somewhere in distress land thatrsquos the inventory of things we have to work on Itrsquos pretty considerablerdquo

Where to Look for Distressed Investing Opportunities

Panelists were of mixed minds as to where restructuring opportunities may be found While certain industries were specified they also advised investors to look across all industries to identify specific characteristics of troubled companies

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

ldquoHaving looked closely again at the composition to debt out there by industry sector and by rating itrsquos clear that most risk resides in three sectors ndash media and entertainment technology and healthcarerdquo said Savini ldquoIf you look at these entire sectors the average rating of debt issue debt outstanding whether theyrsquore on credit watch for downgrade and take into consideration all of these things yoursquoll see that these sectors over-express in terms of high risk As a result these companies may be forced to sell non-core assets or ultimately go through a sale of the company in its entiretyrdquo

Panelists cited energy healthcare and for-profit education as sectors for opportunity Industry-agnostic opportunities may be found where companies are facing issues such as technological obsolescence or are dealing with significant labor contracts In the area of labor contracts Hostess whose financial problems came to a head as a result of failed labor negotiations provided an excellent example As Savini noted ldquoThe breadrsquos not getting obsolete but yoursquove got some problems on the labor siderdquo

Panelists agreed that opportunities were most likely to be found in the middle-market where public and private companies were divesting assets for a variety of reasons that are always present regardless of where we are in the financial cycle

ldquoI see the activity coming from the middle marketrdquo said Yoon ldquoNot necessarily from banks forcing people out the door but from divestitures of public companies with subsidiaries that are puttering along that they need to get out of Or it may be the typical non-cyclical distress that we always see ndash bad management family feuds and so forthrdquo

Added Goodman ldquoCertainly at every point in every cycle there will be industries that are distressed and there are also unique circumstances that drive a special situation transaction regardless of what the economy looks like But they in themselves donrsquot make a wave and I just donrsquot see the wave coming in 2013 or 2014 A lot still has to happen for the big wave to comerdquo

Finding Opportunities in Todayrsquos Market

Investors can find opportunities in the restructuring market but the panelists stressed the importance of careful planning to identify attractive targets To succeed investors need to be able to navigate the US bankruptcy process well understand the motivations of their competition and develop creative strategies to structure and win the deal

Kass noted the prevalence of three approaches to structuring ldquoWhat wersquore seeing is the 363 sale case as in the GM model where you are quickly taking the good piece of the company and selling it to some new entity The restructuring really comes about the pot of money thatrsquos after itrdquo he said ldquoFor the investors itrsquos really about getting that good piece sold and out of the restructuring as soon as possiblerdquo

Kass also noted that a decent amount of debtor in possession (DIP) financing with dates included was taking place ldquoIn other words by 30 days you have to have your plan in place and 60 days you have to have this donerdquo he said ldquoWhether itrsquos an interest rate bump or they can pull the financing all together it really does make for a fast-track Chapter 11rdquo

He is also seeing a lot of exchange offers with a pre-pack option ldquoThis is basically asking the debt holders to swap debt for equityrdquo he said ldquoBut if you donrsquot get enough of that percentage up front yoursquore also asking them

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

to vote on a pre-packaged Chapter 11rdquo This approach in his opinion gets everybody moving towards the end even before they start the filing Hersquos seeing a lot faster Chapter 11 filings taking place

How Chapter 11 Bankruptcy is Changing

Panelists concurred on the accelerating pace of Chapter 11 filings and the transformation taking place in the Chapter 11 process Nowadays the impetus is on getting the process negotiated organized and pre-packed beforehand ldquoPart of that is because there are more investors in the market and theyrsquove gotten smarter about itrdquo said Yoon ldquoChapter 11 is a very expensive process so if you can have it pre-packed and organized before hand especially for a buyer thatrsquos definitely the way to gordquo The panelists generally expect this trend to continue although they noted that some tradeoffs are being made ndash namely in the ability to actually solve the troubled companyrsquos problems as the bankruptcy process was initially intended

Said Savini ldquoI think back to a deal in which we had an ad hoc group of bondholders who were very excited about essentially credit bidding their bonds and moving the company in and out of bankruptcy very very quickly They just said lsquoLook we donrsquot need this Letrsquos just go ahead wersquoll own this thingrsquo There was an enormous amount of complexity in unwinding the good businesses from the bad businesses dealing with labor contracts and mitigating costs for their go-forward businessrdquo he said

ldquoHowever bankruptcy is there because there are companies that are a mess and have issues that need to be attended to Bankruptcy is the best forum for themrdquo Savini adds ldquoBut frankly if the investors would have had their way and they were all very sophisticated guys this company would have been in and out of bankruptcy in six months and would have been back 12 months laterrdquo

As a whole however panelists felt that the Chapter 11 process will continue to be compressed requiring buyers and sellers to re-think the way they view and manage the process

Is the Strategy of ldquoFix it in Chapter 11rdquo Dead

Tully thinks so ldquoLook at GM GM was essentially a 28-day asset sale but I donrsquot think it was done on a whim Obviously people knew this was going to happen There was a lot of discussion negotiation and analysis of the business on the front end but it was all planned and executed in a very short time framerdquo he said ldquoMy personal view is that the traditional lsquoFix it in bankruptcy Chapter 11rsquo thinking is dead Itrsquos now really about quick 363 salesrdquo

Success according to the panelists means careful planning ldquoWe spend a lot of time with clients nowadays looking at a distressed investment opportunity and how to avoid bankruptcyrdquo said Peterman ldquoWe look at if you were to file and ask lsquoWhatrsquos the cost and whatrsquos the actual benefitrsquo If you donrsquot have a lot of leases to shed or such maybe you donrsquot get a bang for your buck in terms of the bankruptcy processrdquo

She added ldquoMore importantly for the distressed investor if you go into bankruptcy itrsquos going to be a public auction process Maybe therersquos a way to do it out of court to actually avoid that and as an investor know yoursquove won the deal So we have gone through receiverships a lot of UCC foreclosure sales assignments for the benefits of creditors and all sorts of things like thatrdquo

In Petermanrsquos opinion all of these different trends in restructuring are really ways for distressed investors to figure out how to be in the best position to actually win the deal ldquoBecause there arenrsquot many deals out there If

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Michael Goodman of SSG Capital Advisors offered an interesting perspective that raises the question ldquoAre we in a cycle Or are we in new territoryrdquo In his view wersquore in the midst of what have been pretty regular cycles that have taken place for a couple hundred years ldquoWersquore in a very logical placerdquo he said ldquoWersquore coming out of a recession The banks have actually done a pretty nice job of cleaning up their portfolios so therersquos not a lot of distressed activity in 2012 and going into 2013 Interest rates are low which is very logical at this pointrdquo

He added ldquoWersquore growing not at a rate that a lot of people would like to see but wersquore on track and where you might expect us to be Therersquos all this liquidity which is again a logical outgrowth of the lower interest rates So what yoursquore seeing is a pretty quiet distressed MampA market and a pretty quiet restructuring market but itrsquos a picture being painted for a repeat of historyrdquo

On the other hand Goodman warned investors to be on the lookout for changes in the cycle ldquoWe now live in a world that is so interconnected and so much more sensitive to other factors such as ineptitude in Congress globalization issues in Europe and China global warming drought and terrorism Instead of a regular cycle we may now be lurching from event to event If thatrsquos the answer where are we goingrdquo

Another factor that may be disrupting the traditional cycle is the explosion of international investment in the US ldquoDespite the recession here it appears that globally the US still seems to be the most stable place to put your moneyrdquo said Suzanne Yoon of Versa Capital Management ldquoSo yoursquove got a ton of European money flooding in and everybody chasing returns although interest rates are zerordquo

However predicting its long-term impact on the market is tougher ldquoWhat I really canrsquot tell is if thatrsquos the norm or if thatrsquos just the cyclerdquo said Yoon ldquoWersquore in kind of a conundrum because we have all of this capital in the US with no growthrdquo

Excess Liquidity and Its Impact on Restructuring

Without a doubt excess liquidity has dramatically reduced the pipeline of restructuring opportunities for distressed investors With so much excess capital available for refinancing many companies that perhaps should be restructuring arenrsquot

As Durc Savini of Peter J Solomon Company noted ldquoWhat were the driving factors or constraints in restructuring activity in 2012 I would say two words ndash liquidity and uncertainty Last year was a record issuance of high-yield and leverage loan volume Most of the money went to refinancing To a lesser extent some went to dividend recaps and some to sponsor-to-sponsor transactions that were financed but almost all of it was refinancing So that took some risk out of the cohort of companies we look to for restructuring activityrdquo

Albert Kass of Kurtzman Carson Consultants added ldquoWe saw lot of deals where the parties were prepared to file for Chapter 11 and in the 11th hour there was money available It didnrsquot even make 100 sense that there was money available but the restructurings never happened the Chapter 11 was just never filed It was left on the shelf waiting to happenrdquo

Panelists all agreed that this environment will continue as long as excess capital is available interest rates remain low and investors continue to look for higher returns

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Safe Lending Still the Norm

In the realm of cycles the question always lurks ldquoIs the money lsquodumb enoughrsquo yetrdquo Or are lenders making loans on riskier ventures than they should Is it happening enough to impact the financial market At this point the panelists felt that lenders are still being pretty conservative in their lending Said Savini ldquoWersquore too close to what happened a couple of years ago and with interest rates so low yoursquore going to see a slow time at least through this yearrdquo

Michael Goodman concurred ldquoYou are seeing all these new lenders and all this liquidity and yoursquore seeing the invokes starting to be pushed as it relates to covenantsrdquo he said ldquoBanks who wouldnrsquot touch lending against fixed assets are now doing that a little bit more Leveraged multiples are creeping up but to me itrsquos not at the point where itrsquos irresponsible yetrdquo

Predicting the Uptick in Restructuring Activity

Another aspect of predicting when restructuring activity levels will rise is understanding the cycle related to lending defaults and restructuring Yoon noted that restructuring activity takes place in a three- to five-year cycle after a peak in lending ldquoIn 2009 nobody was lending The banks started lending in 2010 and we started to see a significant pick up in 2011 and 2012rdquo she said ldquoWe actually were really busy doing recaps this past year versus exiting deals My sense based on whatrsquos going on is that therersquos not going to be a big downturn in 2013rdquo

Nonetheless panelists agreed that at some point more companies will be forced into restructuring likely when refinancing becomes too expensive or is no longer available This may be triggered if and when the Federal Reserve Bank raises interest rates ldquoInterest rates need to go up That will flush out the weaker borrowers who wonrsquot be able to handle their debt payments anymorerdquo said Conor Tully of FTI Consulting ldquoOr we may have another event where we may go back into a recessionary periodrdquo He believes this may happen at the end of 2013 resulting in more assets changing hands new acquisitions and consolidations within industries

Savini pointed out that the restructuring pipeline is growing ldquoWersquore building inventory itrsquos unquestionable You look at the pull from a leverage statistics and at the price multiples that are being paid and you can see a direct echo of what happened from 2004 to 2007rdquo he said ldquoWersquore not quite there yet None of us can tell you what the triggerrsquos going to be but certainly wersquore building that inventoryrdquo

One measurement that Savini tracks is downturns ldquoLast year 2012 was the first year that downgrades have actually outpaced upgrades since the recessionrdquo he said ldquoSo we had three consecutive years where you had more upgrades than downgrades Itrsquos changed and why is that Because the composition of debt being issued is increasingly riskier call it B+ or lower rated paper When you look at the cohort of debt as B- or lower rate and consider how much of that is trading somewhere in distress land thatrsquos the inventory of things we have to work on Itrsquos pretty considerablerdquo

Where to Look for Distressed Investing Opportunities

Panelists were of mixed minds as to where restructuring opportunities may be found While certain industries were specified they also advised investors to look across all industries to identify specific characteristics of troubled companies

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

ldquoHaving looked closely again at the composition to debt out there by industry sector and by rating itrsquos clear that most risk resides in three sectors ndash media and entertainment technology and healthcarerdquo said Savini ldquoIf you look at these entire sectors the average rating of debt issue debt outstanding whether theyrsquore on credit watch for downgrade and take into consideration all of these things yoursquoll see that these sectors over-express in terms of high risk As a result these companies may be forced to sell non-core assets or ultimately go through a sale of the company in its entiretyrdquo

Panelists cited energy healthcare and for-profit education as sectors for opportunity Industry-agnostic opportunities may be found where companies are facing issues such as technological obsolescence or are dealing with significant labor contracts In the area of labor contracts Hostess whose financial problems came to a head as a result of failed labor negotiations provided an excellent example As Savini noted ldquoThe breadrsquos not getting obsolete but yoursquove got some problems on the labor siderdquo

Panelists agreed that opportunities were most likely to be found in the middle-market where public and private companies were divesting assets for a variety of reasons that are always present regardless of where we are in the financial cycle

ldquoI see the activity coming from the middle marketrdquo said Yoon ldquoNot necessarily from banks forcing people out the door but from divestitures of public companies with subsidiaries that are puttering along that they need to get out of Or it may be the typical non-cyclical distress that we always see ndash bad management family feuds and so forthrdquo

Added Goodman ldquoCertainly at every point in every cycle there will be industries that are distressed and there are also unique circumstances that drive a special situation transaction regardless of what the economy looks like But they in themselves donrsquot make a wave and I just donrsquot see the wave coming in 2013 or 2014 A lot still has to happen for the big wave to comerdquo

Finding Opportunities in Todayrsquos Market

Investors can find opportunities in the restructuring market but the panelists stressed the importance of careful planning to identify attractive targets To succeed investors need to be able to navigate the US bankruptcy process well understand the motivations of their competition and develop creative strategies to structure and win the deal

Kass noted the prevalence of three approaches to structuring ldquoWhat wersquore seeing is the 363 sale case as in the GM model where you are quickly taking the good piece of the company and selling it to some new entity The restructuring really comes about the pot of money thatrsquos after itrdquo he said ldquoFor the investors itrsquos really about getting that good piece sold and out of the restructuring as soon as possiblerdquo

Kass also noted that a decent amount of debtor in possession (DIP) financing with dates included was taking place ldquoIn other words by 30 days you have to have your plan in place and 60 days you have to have this donerdquo he said ldquoWhether itrsquos an interest rate bump or they can pull the financing all together it really does make for a fast-track Chapter 11rdquo

He is also seeing a lot of exchange offers with a pre-pack option ldquoThis is basically asking the debt holders to swap debt for equityrdquo he said ldquoBut if you donrsquot get enough of that percentage up front yoursquore also asking them

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

to vote on a pre-packaged Chapter 11rdquo This approach in his opinion gets everybody moving towards the end even before they start the filing Hersquos seeing a lot faster Chapter 11 filings taking place

How Chapter 11 Bankruptcy is Changing

Panelists concurred on the accelerating pace of Chapter 11 filings and the transformation taking place in the Chapter 11 process Nowadays the impetus is on getting the process negotiated organized and pre-packed beforehand ldquoPart of that is because there are more investors in the market and theyrsquove gotten smarter about itrdquo said Yoon ldquoChapter 11 is a very expensive process so if you can have it pre-packed and organized before hand especially for a buyer thatrsquos definitely the way to gordquo The panelists generally expect this trend to continue although they noted that some tradeoffs are being made ndash namely in the ability to actually solve the troubled companyrsquos problems as the bankruptcy process was initially intended

Said Savini ldquoI think back to a deal in which we had an ad hoc group of bondholders who were very excited about essentially credit bidding their bonds and moving the company in and out of bankruptcy very very quickly They just said lsquoLook we donrsquot need this Letrsquos just go ahead wersquoll own this thingrsquo There was an enormous amount of complexity in unwinding the good businesses from the bad businesses dealing with labor contracts and mitigating costs for their go-forward businessrdquo he said

ldquoHowever bankruptcy is there because there are companies that are a mess and have issues that need to be attended to Bankruptcy is the best forum for themrdquo Savini adds ldquoBut frankly if the investors would have had their way and they were all very sophisticated guys this company would have been in and out of bankruptcy in six months and would have been back 12 months laterrdquo

As a whole however panelists felt that the Chapter 11 process will continue to be compressed requiring buyers and sellers to re-think the way they view and manage the process

Is the Strategy of ldquoFix it in Chapter 11rdquo Dead

Tully thinks so ldquoLook at GM GM was essentially a 28-day asset sale but I donrsquot think it was done on a whim Obviously people knew this was going to happen There was a lot of discussion negotiation and analysis of the business on the front end but it was all planned and executed in a very short time framerdquo he said ldquoMy personal view is that the traditional lsquoFix it in bankruptcy Chapter 11rsquo thinking is dead Itrsquos now really about quick 363 salesrdquo

Success according to the panelists means careful planning ldquoWe spend a lot of time with clients nowadays looking at a distressed investment opportunity and how to avoid bankruptcyrdquo said Peterman ldquoWe look at if you were to file and ask lsquoWhatrsquos the cost and whatrsquos the actual benefitrsquo If you donrsquot have a lot of leases to shed or such maybe you donrsquot get a bang for your buck in terms of the bankruptcy processrdquo

She added ldquoMore importantly for the distressed investor if you go into bankruptcy itrsquos going to be a public auction process Maybe therersquos a way to do it out of court to actually avoid that and as an investor know yoursquove won the deal So we have gone through receiverships a lot of UCC foreclosure sales assignments for the benefits of creditors and all sorts of things like thatrdquo

In Petermanrsquos opinion all of these different trends in restructuring are really ways for distressed investors to figure out how to be in the best position to actually win the deal ldquoBecause there arenrsquot many deals out there If

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Safe Lending Still the Norm

In the realm of cycles the question always lurks ldquoIs the money lsquodumb enoughrsquo yetrdquo Or are lenders making loans on riskier ventures than they should Is it happening enough to impact the financial market At this point the panelists felt that lenders are still being pretty conservative in their lending Said Savini ldquoWersquore too close to what happened a couple of years ago and with interest rates so low yoursquore going to see a slow time at least through this yearrdquo

Michael Goodman concurred ldquoYou are seeing all these new lenders and all this liquidity and yoursquore seeing the invokes starting to be pushed as it relates to covenantsrdquo he said ldquoBanks who wouldnrsquot touch lending against fixed assets are now doing that a little bit more Leveraged multiples are creeping up but to me itrsquos not at the point where itrsquos irresponsible yetrdquo

Predicting the Uptick in Restructuring Activity

Another aspect of predicting when restructuring activity levels will rise is understanding the cycle related to lending defaults and restructuring Yoon noted that restructuring activity takes place in a three- to five-year cycle after a peak in lending ldquoIn 2009 nobody was lending The banks started lending in 2010 and we started to see a significant pick up in 2011 and 2012rdquo she said ldquoWe actually were really busy doing recaps this past year versus exiting deals My sense based on whatrsquos going on is that therersquos not going to be a big downturn in 2013rdquo

Nonetheless panelists agreed that at some point more companies will be forced into restructuring likely when refinancing becomes too expensive or is no longer available This may be triggered if and when the Federal Reserve Bank raises interest rates ldquoInterest rates need to go up That will flush out the weaker borrowers who wonrsquot be able to handle their debt payments anymorerdquo said Conor Tully of FTI Consulting ldquoOr we may have another event where we may go back into a recessionary periodrdquo He believes this may happen at the end of 2013 resulting in more assets changing hands new acquisitions and consolidations within industries

Savini pointed out that the restructuring pipeline is growing ldquoWersquore building inventory itrsquos unquestionable You look at the pull from a leverage statistics and at the price multiples that are being paid and you can see a direct echo of what happened from 2004 to 2007rdquo he said ldquoWersquore not quite there yet None of us can tell you what the triggerrsquos going to be but certainly wersquore building that inventoryrdquo

One measurement that Savini tracks is downturns ldquoLast year 2012 was the first year that downgrades have actually outpaced upgrades since the recessionrdquo he said ldquoSo we had three consecutive years where you had more upgrades than downgrades Itrsquos changed and why is that Because the composition of debt being issued is increasingly riskier call it B+ or lower rated paper When you look at the cohort of debt as B- or lower rate and consider how much of that is trading somewhere in distress land thatrsquos the inventory of things we have to work on Itrsquos pretty considerablerdquo

Where to Look for Distressed Investing Opportunities

Panelists were of mixed minds as to where restructuring opportunities may be found While certain industries were specified they also advised investors to look across all industries to identify specific characteristics of troubled companies

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

ldquoHaving looked closely again at the composition to debt out there by industry sector and by rating itrsquos clear that most risk resides in three sectors ndash media and entertainment technology and healthcarerdquo said Savini ldquoIf you look at these entire sectors the average rating of debt issue debt outstanding whether theyrsquore on credit watch for downgrade and take into consideration all of these things yoursquoll see that these sectors over-express in terms of high risk As a result these companies may be forced to sell non-core assets or ultimately go through a sale of the company in its entiretyrdquo

Panelists cited energy healthcare and for-profit education as sectors for opportunity Industry-agnostic opportunities may be found where companies are facing issues such as technological obsolescence or are dealing with significant labor contracts In the area of labor contracts Hostess whose financial problems came to a head as a result of failed labor negotiations provided an excellent example As Savini noted ldquoThe breadrsquos not getting obsolete but yoursquove got some problems on the labor siderdquo

Panelists agreed that opportunities were most likely to be found in the middle-market where public and private companies were divesting assets for a variety of reasons that are always present regardless of where we are in the financial cycle

ldquoI see the activity coming from the middle marketrdquo said Yoon ldquoNot necessarily from banks forcing people out the door but from divestitures of public companies with subsidiaries that are puttering along that they need to get out of Or it may be the typical non-cyclical distress that we always see ndash bad management family feuds and so forthrdquo

Added Goodman ldquoCertainly at every point in every cycle there will be industries that are distressed and there are also unique circumstances that drive a special situation transaction regardless of what the economy looks like But they in themselves donrsquot make a wave and I just donrsquot see the wave coming in 2013 or 2014 A lot still has to happen for the big wave to comerdquo

Finding Opportunities in Todayrsquos Market

Investors can find opportunities in the restructuring market but the panelists stressed the importance of careful planning to identify attractive targets To succeed investors need to be able to navigate the US bankruptcy process well understand the motivations of their competition and develop creative strategies to structure and win the deal

Kass noted the prevalence of three approaches to structuring ldquoWhat wersquore seeing is the 363 sale case as in the GM model where you are quickly taking the good piece of the company and selling it to some new entity The restructuring really comes about the pot of money thatrsquos after itrdquo he said ldquoFor the investors itrsquos really about getting that good piece sold and out of the restructuring as soon as possiblerdquo

Kass also noted that a decent amount of debtor in possession (DIP) financing with dates included was taking place ldquoIn other words by 30 days you have to have your plan in place and 60 days you have to have this donerdquo he said ldquoWhether itrsquos an interest rate bump or they can pull the financing all together it really does make for a fast-track Chapter 11rdquo

He is also seeing a lot of exchange offers with a pre-pack option ldquoThis is basically asking the debt holders to swap debt for equityrdquo he said ldquoBut if you donrsquot get enough of that percentage up front yoursquore also asking them

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

to vote on a pre-packaged Chapter 11rdquo This approach in his opinion gets everybody moving towards the end even before they start the filing Hersquos seeing a lot faster Chapter 11 filings taking place

How Chapter 11 Bankruptcy is Changing

Panelists concurred on the accelerating pace of Chapter 11 filings and the transformation taking place in the Chapter 11 process Nowadays the impetus is on getting the process negotiated organized and pre-packed beforehand ldquoPart of that is because there are more investors in the market and theyrsquove gotten smarter about itrdquo said Yoon ldquoChapter 11 is a very expensive process so if you can have it pre-packed and organized before hand especially for a buyer thatrsquos definitely the way to gordquo The panelists generally expect this trend to continue although they noted that some tradeoffs are being made ndash namely in the ability to actually solve the troubled companyrsquos problems as the bankruptcy process was initially intended

Said Savini ldquoI think back to a deal in which we had an ad hoc group of bondholders who were very excited about essentially credit bidding their bonds and moving the company in and out of bankruptcy very very quickly They just said lsquoLook we donrsquot need this Letrsquos just go ahead wersquoll own this thingrsquo There was an enormous amount of complexity in unwinding the good businesses from the bad businesses dealing with labor contracts and mitigating costs for their go-forward businessrdquo he said

ldquoHowever bankruptcy is there because there are companies that are a mess and have issues that need to be attended to Bankruptcy is the best forum for themrdquo Savini adds ldquoBut frankly if the investors would have had their way and they were all very sophisticated guys this company would have been in and out of bankruptcy in six months and would have been back 12 months laterrdquo

As a whole however panelists felt that the Chapter 11 process will continue to be compressed requiring buyers and sellers to re-think the way they view and manage the process

Is the Strategy of ldquoFix it in Chapter 11rdquo Dead

Tully thinks so ldquoLook at GM GM was essentially a 28-day asset sale but I donrsquot think it was done on a whim Obviously people knew this was going to happen There was a lot of discussion negotiation and analysis of the business on the front end but it was all planned and executed in a very short time framerdquo he said ldquoMy personal view is that the traditional lsquoFix it in bankruptcy Chapter 11rsquo thinking is dead Itrsquos now really about quick 363 salesrdquo

Success according to the panelists means careful planning ldquoWe spend a lot of time with clients nowadays looking at a distressed investment opportunity and how to avoid bankruptcyrdquo said Peterman ldquoWe look at if you were to file and ask lsquoWhatrsquos the cost and whatrsquos the actual benefitrsquo If you donrsquot have a lot of leases to shed or such maybe you donrsquot get a bang for your buck in terms of the bankruptcy processrdquo

She added ldquoMore importantly for the distressed investor if you go into bankruptcy itrsquos going to be a public auction process Maybe therersquos a way to do it out of court to actually avoid that and as an investor know yoursquove won the deal So we have gone through receiverships a lot of UCC foreclosure sales assignments for the benefits of creditors and all sorts of things like thatrdquo

In Petermanrsquos opinion all of these different trends in restructuring are really ways for distressed investors to figure out how to be in the best position to actually win the deal ldquoBecause there arenrsquot many deals out there If

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

ldquoHaving looked closely again at the composition to debt out there by industry sector and by rating itrsquos clear that most risk resides in three sectors ndash media and entertainment technology and healthcarerdquo said Savini ldquoIf you look at these entire sectors the average rating of debt issue debt outstanding whether theyrsquore on credit watch for downgrade and take into consideration all of these things yoursquoll see that these sectors over-express in terms of high risk As a result these companies may be forced to sell non-core assets or ultimately go through a sale of the company in its entiretyrdquo

Panelists cited energy healthcare and for-profit education as sectors for opportunity Industry-agnostic opportunities may be found where companies are facing issues such as technological obsolescence or are dealing with significant labor contracts In the area of labor contracts Hostess whose financial problems came to a head as a result of failed labor negotiations provided an excellent example As Savini noted ldquoThe breadrsquos not getting obsolete but yoursquove got some problems on the labor siderdquo

Panelists agreed that opportunities were most likely to be found in the middle-market where public and private companies were divesting assets for a variety of reasons that are always present regardless of where we are in the financial cycle

ldquoI see the activity coming from the middle marketrdquo said Yoon ldquoNot necessarily from banks forcing people out the door but from divestitures of public companies with subsidiaries that are puttering along that they need to get out of Or it may be the typical non-cyclical distress that we always see ndash bad management family feuds and so forthrdquo

Added Goodman ldquoCertainly at every point in every cycle there will be industries that are distressed and there are also unique circumstances that drive a special situation transaction regardless of what the economy looks like But they in themselves donrsquot make a wave and I just donrsquot see the wave coming in 2013 or 2014 A lot still has to happen for the big wave to comerdquo

Finding Opportunities in Todayrsquos Market

Investors can find opportunities in the restructuring market but the panelists stressed the importance of careful planning to identify attractive targets To succeed investors need to be able to navigate the US bankruptcy process well understand the motivations of their competition and develop creative strategies to structure and win the deal

Kass noted the prevalence of three approaches to structuring ldquoWhat wersquore seeing is the 363 sale case as in the GM model where you are quickly taking the good piece of the company and selling it to some new entity The restructuring really comes about the pot of money thatrsquos after itrdquo he said ldquoFor the investors itrsquos really about getting that good piece sold and out of the restructuring as soon as possiblerdquo

Kass also noted that a decent amount of debtor in possession (DIP) financing with dates included was taking place ldquoIn other words by 30 days you have to have your plan in place and 60 days you have to have this donerdquo he said ldquoWhether itrsquos an interest rate bump or they can pull the financing all together it really does make for a fast-track Chapter 11rdquo

He is also seeing a lot of exchange offers with a pre-pack option ldquoThis is basically asking the debt holders to swap debt for equityrdquo he said ldquoBut if you donrsquot get enough of that percentage up front yoursquore also asking them

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

to vote on a pre-packaged Chapter 11rdquo This approach in his opinion gets everybody moving towards the end even before they start the filing Hersquos seeing a lot faster Chapter 11 filings taking place

How Chapter 11 Bankruptcy is Changing

Panelists concurred on the accelerating pace of Chapter 11 filings and the transformation taking place in the Chapter 11 process Nowadays the impetus is on getting the process negotiated organized and pre-packed beforehand ldquoPart of that is because there are more investors in the market and theyrsquove gotten smarter about itrdquo said Yoon ldquoChapter 11 is a very expensive process so if you can have it pre-packed and organized before hand especially for a buyer thatrsquos definitely the way to gordquo The panelists generally expect this trend to continue although they noted that some tradeoffs are being made ndash namely in the ability to actually solve the troubled companyrsquos problems as the bankruptcy process was initially intended

Said Savini ldquoI think back to a deal in which we had an ad hoc group of bondholders who were very excited about essentially credit bidding their bonds and moving the company in and out of bankruptcy very very quickly They just said lsquoLook we donrsquot need this Letrsquos just go ahead wersquoll own this thingrsquo There was an enormous amount of complexity in unwinding the good businesses from the bad businesses dealing with labor contracts and mitigating costs for their go-forward businessrdquo he said

ldquoHowever bankruptcy is there because there are companies that are a mess and have issues that need to be attended to Bankruptcy is the best forum for themrdquo Savini adds ldquoBut frankly if the investors would have had their way and they were all very sophisticated guys this company would have been in and out of bankruptcy in six months and would have been back 12 months laterrdquo

As a whole however panelists felt that the Chapter 11 process will continue to be compressed requiring buyers and sellers to re-think the way they view and manage the process

Is the Strategy of ldquoFix it in Chapter 11rdquo Dead

Tully thinks so ldquoLook at GM GM was essentially a 28-day asset sale but I donrsquot think it was done on a whim Obviously people knew this was going to happen There was a lot of discussion negotiation and analysis of the business on the front end but it was all planned and executed in a very short time framerdquo he said ldquoMy personal view is that the traditional lsquoFix it in bankruptcy Chapter 11rsquo thinking is dead Itrsquos now really about quick 363 salesrdquo

Success according to the panelists means careful planning ldquoWe spend a lot of time with clients nowadays looking at a distressed investment opportunity and how to avoid bankruptcyrdquo said Peterman ldquoWe look at if you were to file and ask lsquoWhatrsquos the cost and whatrsquos the actual benefitrsquo If you donrsquot have a lot of leases to shed or such maybe you donrsquot get a bang for your buck in terms of the bankruptcy processrdquo

She added ldquoMore importantly for the distressed investor if you go into bankruptcy itrsquos going to be a public auction process Maybe therersquos a way to do it out of court to actually avoid that and as an investor know yoursquove won the deal So we have gone through receiverships a lot of UCC foreclosure sales assignments for the benefits of creditors and all sorts of things like thatrdquo

In Petermanrsquos opinion all of these different trends in restructuring are really ways for distressed investors to figure out how to be in the best position to actually win the deal ldquoBecause there arenrsquot many deals out there If

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

to vote on a pre-packaged Chapter 11rdquo This approach in his opinion gets everybody moving towards the end even before they start the filing Hersquos seeing a lot faster Chapter 11 filings taking place

How Chapter 11 Bankruptcy is Changing

Panelists concurred on the accelerating pace of Chapter 11 filings and the transformation taking place in the Chapter 11 process Nowadays the impetus is on getting the process negotiated organized and pre-packed beforehand ldquoPart of that is because there are more investors in the market and theyrsquove gotten smarter about itrdquo said Yoon ldquoChapter 11 is a very expensive process so if you can have it pre-packed and organized before hand especially for a buyer thatrsquos definitely the way to gordquo The panelists generally expect this trend to continue although they noted that some tradeoffs are being made ndash namely in the ability to actually solve the troubled companyrsquos problems as the bankruptcy process was initially intended

Said Savini ldquoI think back to a deal in which we had an ad hoc group of bondholders who were very excited about essentially credit bidding their bonds and moving the company in and out of bankruptcy very very quickly They just said lsquoLook we donrsquot need this Letrsquos just go ahead wersquoll own this thingrsquo There was an enormous amount of complexity in unwinding the good businesses from the bad businesses dealing with labor contracts and mitigating costs for their go-forward businessrdquo he said

ldquoHowever bankruptcy is there because there are companies that are a mess and have issues that need to be attended to Bankruptcy is the best forum for themrdquo Savini adds ldquoBut frankly if the investors would have had their way and they were all very sophisticated guys this company would have been in and out of bankruptcy in six months and would have been back 12 months laterrdquo

As a whole however panelists felt that the Chapter 11 process will continue to be compressed requiring buyers and sellers to re-think the way they view and manage the process

Is the Strategy of ldquoFix it in Chapter 11rdquo Dead

Tully thinks so ldquoLook at GM GM was essentially a 28-day asset sale but I donrsquot think it was done on a whim Obviously people knew this was going to happen There was a lot of discussion negotiation and analysis of the business on the front end but it was all planned and executed in a very short time framerdquo he said ldquoMy personal view is that the traditional lsquoFix it in bankruptcy Chapter 11rsquo thinking is dead Itrsquos now really about quick 363 salesrdquo

Success according to the panelists means careful planning ldquoWe spend a lot of time with clients nowadays looking at a distressed investment opportunity and how to avoid bankruptcyrdquo said Peterman ldquoWe look at if you were to file and ask lsquoWhatrsquos the cost and whatrsquos the actual benefitrsquo If you donrsquot have a lot of leases to shed or such maybe you donrsquot get a bang for your buck in terms of the bankruptcy processrdquo

She added ldquoMore importantly for the distressed investor if you go into bankruptcy itrsquos going to be a public auction process Maybe therersquos a way to do it out of court to actually avoid that and as an investor know yoursquove won the deal So we have gone through receiverships a lot of UCC foreclosure sales assignments for the benefits of creditors and all sorts of things like thatrdquo

In Petermanrsquos opinion all of these different trends in restructuring are really ways for distressed investors to figure out how to be in the best position to actually win the deal ldquoBecause there arenrsquot many deals out there If

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

theyrsquore going to spend the time they want to know theyrsquoll come out with that dealrdquo she said

Peterman also noted that debt trading is taking place in abundance making for a very dynamic deal environment ldquoI had a case where we actually represented the agent We had a 110-member bank group We had a steering committee where probably 80 to 90 of the debt was consolidatedrdquo she said ldquoI think our steering committee changed seven to eight times during the course of the case through debt trading until we finally got to all hedge funds Then we did a debt for equity swap and took the assetsrdquo

Tully noted other areas of opportunity beyond taking a 100 position of buying a company out of a 363 sale like the amount of money that has been invested in distressed securities ldquoWhen those bonds and investments start to go bad I think wersquoll see more and more of these lsquolend-to-ownrsquo through bond structures where someone might do a rights offeringrdquo he said

Tully also noted that he has seen a lot more instances where itrsquos not about the buyer taking a control position and buying a massive company for a cash check ldquoInstead theyrsquore using the bankruptcy to effectuate a transaction where they end up owning the equity through their bond investments and putting up a little additional money in terms of a rights offeringrdquo he said ldquoReally itrsquos an MampA transaction as well itrsquos just not in the vein that wersquore really talking about today I could see a lot of that towards the end of 2013rdquo

Executive Summary

Excess liquidity and low interest rates have allowed many companies to avoid restructuring events and this has resulted in a slow pipeline with many distressed investors competing for the same assets Restructuring deal flow is not likely to change dramatically until interest rates go up and capital becomes more expensive

To add further complexity to the situation distressed MampA is now getting the attention of a wider audience of buyers who are more willing to take on greater risk in pursuit of growth opportunities Both US and international investors who formerly avoided distressed targets are now actively pursuing them Buyers are also becoming more sophisticated in their approach to structuring and securing distressed deals creating a more competitive bidding environment for all investors

The panelists see opportunities for restructuring activity in the middle market where access to capital is still out of reach Industries to watch include energy for-profit and not-for-profit education media and entertainment technology healthcare general defense contracting general commodities such as metals Panelists also cited companies dealing with significant labor contracts as potential opportunities for restructuring Finally as a result of non-cyclical events such as companies deciding to sell off assets for strategic reasons change in management family-ownership issues etc opportunities will continue to be available The bottom line however is that good deals are tougher to come by and this trend is likely to continue through this year and into the next

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

To Watch Extended Interviews with the FacultyMembers Click On The Photos Below

To view the Whatrsquos That on the Road AheadInsightful Outlook for 2013 Session Click on the Photo Below

Michael Goodman Managing Director SSG Capital Advisors

Nancy Peterman - Moderator ndash Chair of the Chicago Business

Reorganization amp Financial Restructuring Practice

Greenberg Traurig

Durc Savini Managing Director and Head of the Restructuring and Recapitalization Group Peter J Solomon Company

Conor Tully Senior Managing Director FTI Consulting

Suzanne Yoon Principal Transaction Development Versa

Capital Management

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Faculty Profiles

Nancy A Peterman is Chair of the Greenberg Traurigrsquos Chicago Business Reorganization amp Financial Restructuring Practice Nancy is a member of the Executive Committee and the Board of Directors of the American Bankruptcy Institute and former chair of the Chicago Bar Associationrsquos Bankruptcy amp Reorganization Committee Nancy assisted in drafting the healthcare bankruptcy provisions of the 2005 amendments to the Bankruptcy Code A frequent speaker and author Nancy was co-editor in chief of Wiley Bankruptcy Law Update assistant editor for Westrsquos Norton Bankruptcy Law and Practice treatise and an assistant editor and a contributing author for the American Bankruptcy Institutersquos Health Care

Insolvency Manual Nancy is a Fellow in the American College of Bankruptcy listed in Chambers USA Guide Legal 500 Best Lawyers in America and is a Board Certified Business Bankruptcy Lawyer by the American Board of Certification She earned her law and undergraduate degrees from the University of Michigan She focuses her practice on corporate restructurings bankruptcy and creditorsrsquo rights law and has a wide range of experience representing debtors purchasers of assets committees and secured creditors

Durc Savini is a Managing Director and Head of the Restructuring and Recapitalization Group at Peter J Solmon Company A veteran banker in the restructuring advisory business Durc A Savini joined PJSC in 2010 During the course of his distinguished 20-year career at Miller Buckfire Dresdner Kleinwort Wasserstein its predecessor Wasserstein Perrella Bear Stearns and CIBC Wood Gundy Securities Inc Mr Savini led restructurings mergers acquisitions and debt and equity raising transactions on behalf of a wide variety of clients At Miller Buckfire he led that firmrsquos industry-leading auto supplier advisory effort and chaired the firmrsquos Valuation and Commitment Committees

Mr Savinirsquos restructuring clients have included Lear Corporation Sunbeam Corporation Dana Corporation Polaroid Burlington Industries Dura Automotive Systems Clayton Dubilier amp Rice JL French Automotive Castings Meridian Technologies Oxford Automotive Avado Brands Cambridge Industries Allied Holdings CenterPoint Energy IMPATH Inc and Favorite Brands International among others Mr Savini received his MBA degree with concentrations in finance and accounting from the University of Chicago Graduate School of Business and a BA degree in Economics from Columbia University

Suzanne Yoon is a Principal Transaction Development at the Versa Capital Management Ms Yoon has 14 years of experience in special situations corporate finance capital markets and restructuring advisory services Most recently she was Senior Vice President of CITrsquos National Restructuring Group and previously she co-founded LaSalle Business Credit and ABNAMROrsquos Corporate Restructuring Group She is currently a Director of Versarsquos portfolio company American Laser Skincare Ms Yoonrsquos career has included positions with Ernst and Youngrsquos Restructuring Advisory Group and distressed loan portfolio management at LaSalle Bank NA She was formerly the co-chair of the American Bankruptcy Institutersquos

Finance Committee and is an active member of the Turnaround Management Association and International Womenrsquos Insolvency and Restructuring Confederation She holds a BBA in Economics from University of Iowa

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Albert Kass is Vice President at Kurtzman Carson Consultants Albert drives the strategic development and implementation of KCCrsquos corporate restructuring services maximizing the scope and value of the companyrsquos suite of Chapter 11 service offerings Prior to his role as Vice President he served as a Senior Consultant utilizing his extensive bankruptcy experience in the day-to-day case management of KCCrsquos most complex engagements Previously Albert represented debtors and official committees in Chapter 11 restructuring engagements as an associate in the Restructuring Group of Kirkland amp Ellis LLP While at the firmrsquos New York office he worked on cases including Calpine Corporation Collins amp

Aikman Corporation Solutia Inc and Wellman Inc Admitted to practice law in New York and New Jersey Albert earned his Juris Doctor from Fordham University School of Law While serving as an editor of the Fordham Urban Law Journal he was awarded the Archibald R Murray Public Service Award Albert received his Masters in Public Administration from the New York University Robert F Wagner Graduate School and holds a Bachelor of Arts in History from the University of Michigan

Michael S Goodman is a Founding Partner and Managing Director of SSG Capital Advisors Mike is a nationally recognized leader in the restructuring industry with over 15 years of experience in special situations transactions He has completed over 100 client engagements involving restructuring private placements and sale transactions on behalf of companies facing operational and financial challenges andor bankruptcy proceedings Prior to founding SSG he served as a Vice President in the Special Situations Group of Berwind Financial Past clients include publicly traded and privately held middle market and lower middle market companies across almost every industry sector Mike is

an expert source and frequently speaks on topics ranging from the state of the capital markets to alternatives available to companies in transition His insightful articles have appeared in leading business publications including the Dow Jones Daily Bankruptcy Review Philadelphia Business Journal and Financier Worldwide Mike is a member of the Turnaround Management Association and serves on the Board of Directors of the Philadelphia chapter He earned his BA at University of Michigan

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Greenberg Traurig LLP is an international full-service law firm with approximately 1750 attorneys serving clients from 35 offices in the United States Latin America Europe

the Middle East and Asia In the US the firm has more offices than any other among the Top 10 on The National Law Journalrsquos 2012 NLJ 250 Greenberg Traurigrsquos Business Reorganization amp Financial Restructuring Practice provides clients with the insight and knowledge that come with decades of advisory and litigation experience handling highly complex issues that arise in reorganizations restructurings workouts liquidations and distressed acquisitions and sales as well as cross-border proceedings Our restructuring attorneys work closely with the firmrsquos MampA and private equity attorneys to help clients identify evaluate and take advantage of opportunities for distressed mergers and acquisitions Our integrated team offers a wealth of specialized knowledge and experience structuring transactions involving complex financial products For additional information please visit wwwgtlawcom

This symposium report is presented by

The MampA Advisor was founded in 1998 to offer insights and intelligence on middle market MampA activities Over the past fifteen years we have established a premier global network of MampA Turnaround and Finance professionals Today we have the privilege of presenting recognizing

the achievements of and facilitating connections among the industryrsquos top performers throughout the world with a comprehensive range of services including

MampA ADVISOR SUMMITS Exclusive gatherings of the industry ldquothought leadersrdquo

MampA ADVISOR AWARDS Recognizing excellence and accomplishments of the leading firms and professionals

MampA CONNECTS Direct connection service for domestic and international dealmakers and service providers

MampA ALERTS Delivering relevant news and the industry leaderrsquos perspective

MandATV Reporting on the key industry events and interviewing the newsmakers

MampA MARKET INTEL Comprehensive research and reporting on the key issues facing the industry

MampA LINKS The industryrsquos largest global network of MampA Turnaround and Finance professionals

To learn more about The MampA Advisorrsquos leadership services contact infomaadvisorcom

copy 2013 The MampA Advisor All rights reserved No part of this material may be copied or duplicated in any form by any means or redistributed without the prior written consent of The MampA Advisor

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Presented by

Albert Kass is Vice President at Kurtzman Carson Consultants Albert drives the strategic development and implementation of KCCrsquos corporate restructuring services maximizing the scope and value of the companyrsquos suite of Chapter 11 service offerings Prior to his role as Vice President he served as a Senior Consultant utilizing his extensive bankruptcy experience in the day-to-day case management of KCCrsquos most complex engagements Previously Albert represented debtors and official committees in Chapter 11 restructuring engagements as an associate in the Restructuring Group of Kirkland amp Ellis LLP While at the firmrsquos New York office he worked on cases including Calpine Corporation Collins amp

Aikman Corporation Solutia Inc and Wellman Inc Admitted to practice law in New York and New Jersey Albert earned his Juris Doctor from Fordham University School of Law While serving as an editor of the Fordham Urban Law Journal he was awarded the Archibald R Murray Public Service Award Albert received his Masters in Public Administration from the New York University Robert F Wagner Graduate School and holds a Bachelor of Arts in History from the University of Michigan

Michael S Goodman is a Founding Partner and Managing Director of SSG Capital Advisors Mike is a nationally recognized leader in the restructuring industry with over 15 years of experience in special situations transactions He has completed over 100 client engagements involving restructuring private placements and sale transactions on behalf of companies facing operational and financial challenges andor bankruptcy proceedings Prior to founding SSG he served as a Vice President in the Special Situations Group of Berwind Financial Past clients include publicly traded and privately held middle market and lower middle market companies across almost every industry sector Mike is

an expert source and frequently speaks on topics ranging from the state of the capital markets to alternatives available to companies in transition His insightful articles have appeared in leading business publications including the Dow Jones Daily Bankruptcy Review Philadelphia Business Journal and Financier Worldwide Mike is a member of the Turnaround Management Association and serves on the Board of Directors of the Philadelphia chapter He earned his BA at University of Michigan

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Greenberg Traurig LLP is an international full-service law firm with approximately 1750 attorneys serving clients from 35 offices in the United States Latin America Europe

the Middle East and Asia In the US the firm has more offices than any other among the Top 10 on The National Law Journalrsquos 2012 NLJ 250 Greenberg Traurigrsquos Business Reorganization amp Financial Restructuring Practice provides clients with the insight and knowledge that come with decades of advisory and litigation experience handling highly complex issues that arise in reorganizations restructurings workouts liquidations and distressed acquisitions and sales as well as cross-border proceedings Our restructuring attorneys work closely with the firmrsquos MampA and private equity attorneys to help clients identify evaluate and take advantage of opportunities for distressed mergers and acquisitions Our integrated team offers a wealth of specialized knowledge and experience structuring transactions involving complex financial products For additional information please visit wwwgtlawcom

This symposium report is presented by

The MampA Advisor was founded in 1998 to offer insights and intelligence on middle market MampA activities Over the past fifteen years we have established a premier global network of MampA Turnaround and Finance professionals Today we have the privilege of presenting recognizing

the achievements of and facilitating connections among the industryrsquos top performers throughout the world with a comprehensive range of services including

MampA ADVISOR SUMMITS Exclusive gatherings of the industry ldquothought leadersrdquo

MampA ADVISOR AWARDS Recognizing excellence and accomplishments of the leading firms and professionals

MampA CONNECTS Direct connection service for domestic and international dealmakers and service providers

MampA ALERTS Delivering relevant news and the industry leaderrsquos perspective

MandATV Reporting on the key industry events and interviewing the newsmakers

MampA MARKET INTEL Comprehensive research and reporting on the key issues facing the industry

MampA LINKS The industryrsquos largest global network of MampA Turnaround and Finance professionals

To learn more about The MampA Advisorrsquos leadership services contact infomaadvisorcom

copy 2013 The MampA Advisor All rights reserved No part of this material may be copied or duplicated in any form by any means or redistributed without the prior written consent of The MampA Advisor

Whatrsquos That on the Road Ahead Insightful Outlook for 2013

Greenberg Traurig LLP is an international full-service law firm with approximately 1750 attorneys serving clients from 35 offices in the United States Latin America Europe

the Middle East and Asia In the US the firm has more offices than any other among the Top 10 on The National Law Journalrsquos 2012 NLJ 250 Greenberg Traurigrsquos Business Reorganization amp Financial Restructuring Practice provides clients with the insight and knowledge that come with decades of advisory and litigation experience handling highly complex issues that arise in reorganizations restructurings workouts liquidations and distressed acquisitions and sales as well as cross-border proceedings Our restructuring attorneys work closely with the firmrsquos MampA and private equity attorneys to help clients identify evaluate and take advantage of opportunities for distressed mergers and acquisitions Our integrated team offers a wealth of specialized knowledge and experience structuring transactions involving complex financial products For additional information please visit wwwgtlawcom

This symposium report is presented by

The MampA Advisor was founded in 1998 to offer insights and intelligence on middle market MampA activities Over the past fifteen years we have established a premier global network of MampA Turnaround and Finance professionals Today we have the privilege of presenting recognizing

the achievements of and facilitating connections among the industryrsquos top performers throughout the world with a comprehensive range of services including

MampA ADVISOR SUMMITS Exclusive gatherings of the industry ldquothought leadersrdquo

MampA ADVISOR AWARDS Recognizing excellence and accomplishments of the leading firms and professionals

MampA CONNECTS Direct connection service for domestic and international dealmakers and service providers

MampA ALERTS Delivering relevant news and the industry leaderrsquos perspective

MandATV Reporting on the key industry events and interviewing the newsmakers

MampA MARKET INTEL Comprehensive research and reporting on the key issues facing the industry

MampA LINKS The industryrsquos largest global network of MampA Turnaround and Finance professionals

To learn more about The MampA Advisorrsquos leadership services contact infomaadvisorcom

copy 2013 The MampA Advisor All rights reserved No part of this material may be copied or duplicated in any form by any means or redistributed without the prior written consent of The MampA Advisor