MAJOR TOPICS • Summary of Section 363 sale • Effects on different stakeholders, benefits and burdens • Debtor v. creditor strategies • Traditional restructuring v. sale • Auction and sale process • Non-profit debtors – hospitals • “Stalking horse” and insider bidders • “Melting ice cube” theory • Impact of the General Motors Chapter 11 filing • Credit bidding – Fisker and progeny • Bid chilling • Making the process more efficient

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Hon. Robert E. Gerber (USBJ, Retired), Of Counsel, Joseph Hage Aaronson LLC
• Frank A. Oswald, Partner, Togut, Segal & Segal LLP
• Michael P. O’Neil, Practice Group Chair, Partner, Taft Stettinius & Hollister LLP
• Michael M. Ozawa, Managing Principal, EMA Group / Enterprise Management Advisors, LLC
• Neil Morganbesser, President, DelMorgan & Co.
© Copyright 2018 Expert Webcast – All Rights Reserved
KEY ISSUES IN SECTION 363 BANKRUPTCY SALES
March 8, 2018

2. 1
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3. 2
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co., brings more than twenty-five years of senior-level Wall
Street advice to middle market companies, entrepreneurs and institutional
investors. He has extensive experience in investment banking, corporate law
and restructuring at world’s leading firms, including Credit Suisse First Boston,
O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP (now Paul Hastings LLP) and Schlumberger Ltd., and as a
founding partner of Convergence Capital Partners. Alex has worked on more
than 100 domestic and cross-border transactions in North America, Europe and
Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Speaker: Hon. Robert E. Gerber joined Joseph Hage Aaronson in 2016 upon his retirement
from the federal bench, having served, for 15 years, as a United States Bankruptcy Judge in
the Southern District of New York. He now offers services in bankruptcy and commercial
expert testimony, fiduciary work, arbitration, mediation, and consulting. During his tenure as a
federal bankruptcy judge, he presided over a wide variety of complex cases—with 10 cases with
over $1 billion in debt and many more with over $100 million in debt--including PSINet, Ames
Department Stores, Global Crossing, Adelphia, ABIZ, Basis Yield Alpha Fund, Lyondell
Chemical, BearingPoint, DBSD North America, Chemtura, Pinnacle Airlines, Houghton-Mifflin
Harcourt and General Motors. He was named as one of the nation’s outstanding bankruptcy
judges six times.
The Almanac of the Federal Judiciary noted that “Judge Gerber ha[d] held the reins on a host of
complex filings that required court sessions stretching into the small hours of night, including the
blockbuster General Motors case and the bankruptcies of Lyondell Chemical and cable company
Adelphia,” and that his caseload carried “a collective price tag of over $1 trillion.”
Judge Gerber earned a B.S. degree in industrial engineering, with high honors, from Rutgers
University (from which he graduated in 1967), and a J.D. degree, magna cum laude, from
Columbia Law School, from which he graduated in 1970, and where, among other things, he was
a James Kent Scholar. Before going on the bench, he practiced with the firm of Fried, Frank,
Harris, Shriver & Jacobson, in New York City, specializing in securities and commercial
litigation and, thereafter, bankruptcy litigation and counseling. He served in the United States
Air Force from 1971 to 1972, as a First Lieutenant, serving in the areas of military procurement
and production and legal assistance to Air Force personnel and their families.
Judge Gerber is an Adjunct Professor of Law at Columbia Law School, where he has taught
Columbia’s Advanced Bankruptcy Seminar since 2012. He also is a contributing author
to Collier on Bankruptcy, and a Fellow of the American College of Bankruptcy.
485 Lexington Avenue
30th Floor
New York, NY 10017
+1 (212) 407-1212
rgerber@jha.com
www.jha.com

5. 4
Speaker: Frank A. Oswald is a partner at Togut, Segal & Segal LLP in
New York. He has more than 30 years of restructuring experience and has
represented the interests of chapter 11 debtors, creditors’ committees,
trustees, distressed investors, plan administrators and other parties in the
fields of health care, automotive, real estate, retail, transportation,
professional services, energy and the environment.
Mr. Oswald’s representative cases include Toisa Limited, SunEdison,
Avaya, Aeropostale, Chrysler, General Motors, Enron, American Airlines,
Eastman Kodak, Tower Automotive, Saint Vincents Catholic Medical
Centers, Cabrini Medical Center, Our Lady of Mercy Medical Center,
Forum Health, Sound Shore Medical Center, N.Y. Westchester Square
Medical Center, Grubb & Ellis and Loehmann’s Department Stores.
Mr. Oswald is a member of: the U.S. Bankruptcy Court EDNY Chapter 11
Lawyers Advisory Committee; New York City Bar Association
Bankruptcy Committee; Board of Turnaround Management Association
(New York Chapter); a member of the Healthcare Committee of ABI; and
several other restructuring and insolvency law-related organizations.
Frank holds a J.D. from New York Law School and a B.B.A., cum laude,
from Baruch College, City University of New York.
One Penn Plaza, Suite 3335
New York, NY 10119
212-594-5000
frankoswald@teamtogut.com
www.teamtogut.com

6. 5
Speaker: Michael P. O’Neil is Chair of the Restructuring and
Bankruptcy Practice Group and Partner at Taft Stettinius &
Hollister LLP, a 130 year old law firm with 450 lawyers in 6 Midwest
cities. He works out of the firm’s Indianapolis and Chicago offices,
helping borrowers, secured lenders, asset buyers, creditors and other
stakeholders involved in distressed situations, refinancing, workouts and
chapter 11 bankruptcy cases. He has also represented creditor committees
(or individual committee members in larger cases) in chapter 11
bankruptcy cases, as well as chapter 7 trustees and receivers.
Michael handles matters in a diverse range of industries, including
technology, machinery dealers, hotel/hospitality, service providers,
manufacturers, real estate developers and agriculture, among others.
Michael received his undergraduate degree from Marquette University
and earned his J.D. from the University of Michigan Law School. He is
about to wager a significant portion of his 2018 lunch money on the
Maize & Blue in this year’s NCAA tournament, the 20th anniversary of
Bo Schembechler’s famous tournament quote, after firing head coach Bill
Frieder, who had announced he was leaving U-M just before the
tournament: “a Michigan man is going to coach the Michigan team.”
One Indiana Square
Suite 3500
Indianapolis, IN 46204
317-713-3561
moneil@taftlaw.com
www.taftlaw.com

7. 6
Panelist: Michael M. Ozawa is a Managing Principal of EMA Group / Enterprise
Management Advisors. He has more than 25 years of experience in restructuring and
bankruptcy, transaction / M&A advisory and forensic accounting matters.
Prior to EMA Group, Michael was a partner in Business Recovery Services practice at
PricewaterhouseCoopers’ and also a senior managing director at FTI. He is a Certified
Insolvency & Restructuring Advisor (CIRA), a licensed Certified Public Accountant with a
financial forensics specialization credential (CPA/CFF), a Certified Global Management
Accountant (CGMA) and a Certified Fraud Examiner (CFE).
Michael has led numerous out-of-court restructurings and bankruptcies engagements
representing the company, the debtor, equity holders, secured lenders, unsecured creditors’
committees, unsecured debt holders, trustees and receivers. Some of the issues addressed
and solutions implemented involved liquidity, solvency, cash flow projections and business
plan reviews. The businesses ranged from private enterprises with annual revenues of $20
million to public entities with revenues in excess of $2 billion.
His experience spans a diverse range of industries, including retail, consumer products and
services; restaurants; software; manufacturing; distribution; healthcare; business services;
real estate and financial services industries. He has advised on public and private
transactions involving platform acquisitions, add-on and tuck-in acquisitions, business
segment carve-outs, bankruptcy auction processes (“363 sales”), mergers and industry
consolidations. Michael’s clients include secured and unsecured lenders, private equity
sponsors, unsecured creditors’ committees, trustees, receivers and “governmental”
agencies.
He earned his Bachelor of Arts in economics-business from the University of California at
Los Angeles.
601 S. Figueroa Street,
Suite 4050
Los Angeles, CA 90017
mozawa@ema-group.com
www.ema-group.com
213-705-9339

8. 7
Panelist: Neil Morganbesser is co-Founder and President & CEO of
DelMorgan & Co. where he provides senior leadership within the firm
and helps oversee all client engagements. Mr. Morganbesser has over
27 years of experience providing financial and strategic advice to a full
range of clients, including entrepreneurs, large corporations,
governments, family businesses, private equity funds, and special
committees of public companies.
Until May 2008, Mr. Morganbesser was the head of West Coast and
Asia Mergers & Acquisitions at Bear Stearns & Co., as a Senior
Managing Director based in Los Angeles. Prior to joining Bear Stearns
in May 2001, Mr. Morganbesser was an investment banker in the
Mergers, Acquisitions and Restructuring Department at Morgan Stanley
(in New York and Los Angeles). From 1990-1993, Mr. Morganbesser
was a corporate and M&A attorney at Wachtell, Lipton, Rosen & Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied
Mathematics / Economics from Harvard University (Phi Beta Kappa) in
1986 and received his J.D. and M.B.A. degrees (Order of the Coif, with
honors) from Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com

9. 8
MAJOR TOPICS
• Summary of Section 363 sale
• Effects on different stakeholders, benefits and burdens
• Debtor v. creditor strategies
• Traditional restructuring v. sale
• Auction and sale process
• Non-profit debtors – hospitals
• “Stalking horse” and insider bidders
• “Melting ice cube” theory
• Impact of the General Motors Chapter 11 filing
• Credit bidding – Fisker and progeny
• Bid chilling
• Making the process more efficient