This document summarizes a panel discussion on alternatives for distressed companies in the apparel and retail industry. The panelists discussed common mistakes retailers make that lead to distress, various transaction structures companies can pursue including Chapter 11 and assignments for the benefit of creditors, and recent legal developments impacting distressed transactions. They also provided case studies of distressed apparel and retail companies in Southern California that underwent different restructuring processes.
11.09.2017 Retail Trends and Forecasts for 2017 and BeyondExpert Webcast
MAJOR TOPICS:
Changing retail paradigm
Industry landscape overview
Technological disruptions
Traditional retail v. e-commerce
Maintaining growth and market share
New business models – experiential engagement
Healthy v. distressed
Overview of recent bankruptcy filings: Wet Seal, Payless ShoeSource, Toys-R-Us, other
Watchlist: Neiman Marcus, JCrew, Talbots, other
Restructuring alternatives
Outlook for the future
Panel of experts comprised of a leading sports and media lawyer, senior investment bankers, a sports and media valuation expert, a seasoned media executive and a top family lawyer will address the dynamics and structure of Sports & Media M&A and Investment.
MAJOR TOPICS:
Global expansion, new revenue streams and other deal drivers
U.S. v. foreign markets
Brand building / becoming a global franchise
Sports and social media
Media agreements
Ownership: individuals, private equity, public markets
Valuation parameters
Sale of sports teams driven or hampered by divorce
Outlook for the future
Emerging Trends in Media Deals, Challenges and Opportunities Expert Webcast
Discussion includes:
The Entertainment, Media and Communications (“EMC”) space has become immensely complex, constantly changing and hyper-competitive. Our panel of experts comprised of an investment banker, a deal and bankruptcy lawyer, a valuation expert, and EMC executives will examine current EMC trends and transactional opportunities, both healthy and distressed, as well as provide tips and strategies for getting deals done.
MAJOR TOPICS:
Current media trends:
Where is the growth?
Changing markets
Television, www, geographic trends
Programming, format and distribution / legacy infrastructure
Value of content v. “dead” libraries
Valuation trends and outlook for the future
Traditional model is broken: distressed opportunities
Observations on recent distressed EMC transactions
Getting a distressed deal done: legal landscape and structure
Credit bidding
In- or out-of-court restructuring
363 Sales
Assignments for the Benefit of Creditors
Discussions with lenders: pre- and post-petition
EMC-specific issues to consider
Capitalization, financing and transactional issues
Selected case studies
Expert Webcast 7.10.2014: Acquisition Due DiligenceExpert Webcast
DESCRIPTION:
A team of experts comprised of senior investments bankers, a veteran m&a lawyer, a leading CPA and a due diligence and management consultant will discuss effective acquisition due diligence strategies leading to a successful transaction and post-transaction integration.
MAJOR TOPICS:
Early planning and acquirer goals
Strategic due diligence
Business, legal and financial due diligence
Management audits
Quality of earnings
Due diligence team, plan and process
Corporate culture and communications
What the acquirers are looking for
Post-transaction integration
03.08.2018 Key Issues in Sec 363 Bankruptcy SalesExpert Webcast
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
05.09.2018 Cannabis Caluation, M&A and Tax IssuesExpert Webcast
MAJOR TOPICS:
•Industry overview
•Regulatory landscape
•Valuation methodologies and metrics
•Tax issues in the Cannabis industry
•Transactional trends in the industry – M&A and financings
WHAT BUSINESS OWNERS NEED TO KNOW ABOUT SUCCESSFULLY TRANSITIONING THEIR COMPANYExpert Webcast
Business readiness and shareholder personal planning
Corporate legal planning
Tax and estate planning
Wealth management considerations
Potential buyers and transaction structures
Preparing for due diligence – self-diligence, quality of earnings, other
Post-transactions planning
Issues to anticipate
11.09.2017 Retail Trends and Forecasts for 2017 and BeyondExpert Webcast
MAJOR TOPICS:
Changing retail paradigm
Industry landscape overview
Technological disruptions
Traditional retail v. e-commerce
Maintaining growth and market share
New business models – experiential engagement
Healthy v. distressed
Overview of recent bankruptcy filings: Wet Seal, Payless ShoeSource, Toys-R-Us, other
Watchlist: Neiman Marcus, JCrew, Talbots, other
Restructuring alternatives
Outlook for the future
Panel of experts comprised of a leading sports and media lawyer, senior investment bankers, a sports and media valuation expert, a seasoned media executive and a top family lawyer will address the dynamics and structure of Sports & Media M&A and Investment.
MAJOR TOPICS:
Global expansion, new revenue streams and other deal drivers
U.S. v. foreign markets
Brand building / becoming a global franchise
Sports and social media
Media agreements
Ownership: individuals, private equity, public markets
Valuation parameters
Sale of sports teams driven or hampered by divorce
Outlook for the future
Emerging Trends in Media Deals, Challenges and Opportunities Expert Webcast
Discussion includes:
The Entertainment, Media and Communications (“EMC”) space has become immensely complex, constantly changing and hyper-competitive. Our panel of experts comprised of an investment banker, a deal and bankruptcy lawyer, a valuation expert, and EMC executives will examine current EMC trends and transactional opportunities, both healthy and distressed, as well as provide tips and strategies for getting deals done.
MAJOR TOPICS:
Current media trends:
Where is the growth?
Changing markets
Television, www, geographic trends
Programming, format and distribution / legacy infrastructure
Value of content v. “dead” libraries
Valuation trends and outlook for the future
Traditional model is broken: distressed opportunities
Observations on recent distressed EMC transactions
Getting a distressed deal done: legal landscape and structure
Credit bidding
In- or out-of-court restructuring
363 Sales
Assignments for the Benefit of Creditors
Discussions with lenders: pre- and post-petition
EMC-specific issues to consider
Capitalization, financing and transactional issues
Selected case studies
Expert Webcast 7.10.2014: Acquisition Due DiligenceExpert Webcast
DESCRIPTION:
A team of experts comprised of senior investments bankers, a veteran m&a lawyer, a leading CPA and a due diligence and management consultant will discuss effective acquisition due diligence strategies leading to a successful transaction and post-transaction integration.
MAJOR TOPICS:
Early planning and acquirer goals
Strategic due diligence
Business, legal and financial due diligence
Management audits
Quality of earnings
Due diligence team, plan and process
Corporate culture and communications
What the acquirers are looking for
Post-transaction integration
03.08.2018 Key Issues in Sec 363 Bankruptcy SalesExpert Webcast
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
05.09.2018 Cannabis Caluation, M&A and Tax IssuesExpert Webcast
MAJOR TOPICS:
•Industry overview
•Regulatory landscape
•Valuation methodologies and metrics
•Tax issues in the Cannabis industry
•Transactional trends in the industry – M&A and financings
WHAT BUSINESS OWNERS NEED TO KNOW ABOUT SUCCESSFULLY TRANSITIONING THEIR COMPANYExpert Webcast
Business readiness and shareholder personal planning
Corporate legal planning
Tax and estate planning
Wealth management considerations
Potential buyers and transaction structures
Preparing for due diligence – self-diligence, quality of earnings, other
Post-transactions planning
Issues to anticipate
Transcript: Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
The discussion includes the process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. The panel addressed the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
Expert Webcast Roundtable: Liquidity and Transition Strategies for Business O...AnnaSpektor
MAJOR TOPICS:
Understanding motivations and desires of business owners
Corporate preparedness: business, management and financials
Understanding the value of the business and key value drivers
Wealth management planning
Shareholder tax and estate planning
Liquidity strategies, process and timeline
Getting the maximum value at exit
02.15.2018 Trends, Transactions and Opportunities in Oil & GasExpert Webcast
MAJOR TOPICS:
Industry overview
Historical and anticipated M&A activity by sector
Transaction structures – SPACs, upstream M&A, joint ventures, other
Due diligence trends
Restructuring trends – in- and out-of-court
Asset consolidations
Dealing with legacy capital structures
Opportunities for strategic and financial investors
Outlook for the future
Ownership Transfers of Closely Held BusinessesExpert Webcast
Right time to sell and why
Planning for the exit – personal and corporate
Tax ramifications
Types of ownership transfers
Assembling the deal team early
Sale process overview
Types of buyers
Maximizing incentives
Making sure no hidden assets are overlooked
Common mistakes
10.20.2016 Maximizing Value for Distressed Venture CompaniesExpert Webcast
MAJOR TOPICS:
•Financial v. operational distress
•Turnaround options
•Restructuring v. sale
•Treatment of intellectual property
•Valuation issues
•Capital availability and financing alternatives
•Accounting considerations
MAJOR TOPICS:
Overview of distressed deal environment
Volume
Type and quality
Size
Industry
Geography
PE v. lenders v. strategic
Recent relevant bankruptcy rulings and impact on deal structures
Strategies to win and close deals
Financing availability
Operational restructuring and corporate improvement
Case studies
Future outlook
Valuation Trends and Investment Opportunities in the Cannabis IndustryExpert Webcast
MAJOR TOPICS:
Licensed medical use v. recreational use
Overview of State and Federal regulatory environment
Financing cannabis businesses – equity v. debt
Types of investors
Business valuation metrics
Most active market segments
Taxation of cannabis businesses
Industry banking solutions
Real estate infrastructure – medical-use cannabis cultivation and processing
Cannabis M&A
Forecasts under the Trump administration
01.10.2019 Healthcare Restructuring Outlook 2019Expert Webcast
M&A Issues
Bankruptcy v. out-of-court restructuring
Drivers for filing
Provider agreement transfer issues
Regulatory and reimbursement issues
Unique financial aspects of healthcare receivables – collection and reimbursement
Not-for-profit business transfers
Rural and community hospitals
Realizing recovery to creditors
Public policy issues
Availability of financing
Issues for DIP lenders
D&O, malpractice and avoidance actions
Managing Different Shareholder Constituencies in a Private Company Sale ProcessExpert Webcast
MAJOR TOPICS:
Bargaining power at inception
Shareholder, management and other agreements
Importance of process – legal and investment banking
Reconciling goals of controlling shareholders with minority
ESOP as a sale strategy
Non-ESOP shareholder and management considerations
California short-form squeeze-out merger
Preparing for potential shareholder litigation
Shareholders v. management tension
July 13, 2017: Strategic Solutions to Cross-Border Business DisputesExpert Webcast
MAJOR TOPICS:
Structuring cross-border transactions
Dispute resolution: litigation, arbitration, other
Choice of law and venue
Enforcement
Treaties
Valuation issues
Cultural differences
Protection and ownership of IP
Forensic reviews and investigations
Cybersecurity concerns
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
Transcript: Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
The discussion includes the process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. The panel addressed the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
Expert Webcast Roundtable: Liquidity and Transition Strategies for Business O...AnnaSpektor
MAJOR TOPICS:
Understanding motivations and desires of business owners
Corporate preparedness: business, management and financials
Understanding the value of the business and key value drivers
Wealth management planning
Shareholder tax and estate planning
Liquidity strategies, process and timeline
Getting the maximum value at exit
02.15.2018 Trends, Transactions and Opportunities in Oil & GasExpert Webcast
MAJOR TOPICS:
Industry overview
Historical and anticipated M&A activity by sector
Transaction structures – SPACs, upstream M&A, joint ventures, other
Due diligence trends
Restructuring trends – in- and out-of-court
Asset consolidations
Dealing with legacy capital structures
Opportunities for strategic and financial investors
Outlook for the future
Ownership Transfers of Closely Held BusinessesExpert Webcast
Right time to sell and why
Planning for the exit – personal and corporate
Tax ramifications
Types of ownership transfers
Assembling the deal team early
Sale process overview
Types of buyers
Maximizing incentives
Making sure no hidden assets are overlooked
Common mistakes
10.20.2016 Maximizing Value for Distressed Venture CompaniesExpert Webcast
MAJOR TOPICS:
•Financial v. operational distress
•Turnaround options
•Restructuring v. sale
•Treatment of intellectual property
•Valuation issues
•Capital availability and financing alternatives
•Accounting considerations
MAJOR TOPICS:
Overview of distressed deal environment
Volume
Type and quality
Size
Industry
Geography
PE v. lenders v. strategic
Recent relevant bankruptcy rulings and impact on deal structures
Strategies to win and close deals
Financing availability
Operational restructuring and corporate improvement
Case studies
Future outlook
Valuation Trends and Investment Opportunities in the Cannabis IndustryExpert Webcast
MAJOR TOPICS:
Licensed medical use v. recreational use
Overview of State and Federal regulatory environment
Financing cannabis businesses – equity v. debt
Types of investors
Business valuation metrics
Most active market segments
Taxation of cannabis businesses
Industry banking solutions
Real estate infrastructure – medical-use cannabis cultivation and processing
Cannabis M&A
Forecasts under the Trump administration
01.10.2019 Healthcare Restructuring Outlook 2019Expert Webcast
M&A Issues
Bankruptcy v. out-of-court restructuring
Drivers for filing
Provider agreement transfer issues
Regulatory and reimbursement issues
Unique financial aspects of healthcare receivables – collection and reimbursement
Not-for-profit business transfers
Rural and community hospitals
Realizing recovery to creditors
Public policy issues
Availability of financing
Issues for DIP lenders
D&O, malpractice and avoidance actions
Managing Different Shareholder Constituencies in a Private Company Sale ProcessExpert Webcast
MAJOR TOPICS:
Bargaining power at inception
Shareholder, management and other agreements
Importance of process – legal and investment banking
Reconciling goals of controlling shareholders with minority
ESOP as a sale strategy
Non-ESOP shareholder and management considerations
California short-form squeeze-out merger
Preparing for potential shareholder litigation
Shareholders v. management tension
July 13, 2017: Strategic Solutions to Cross-Border Business DisputesExpert Webcast
MAJOR TOPICS:
Structuring cross-border transactions
Dispute resolution: litigation, arbitration, other
Choice of law and venue
Enforcement
Treaties
Valuation issues
Cultural differences
Protection and ownership of IP
Forensic reviews and investigations
Cybersecurity concerns
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
Achieving the next level of corporate growth - navigating “no man’s land”Expert Webcast
DESCRIPTION:
No Man’s Land is a term that describes the transition period for a growth company. Successful entrepreneurs that start and lead growth companies experience this period that can threaten their very survival.
For an entrepreneur to successfully transition his or her company four key areas must be a clear focus. We describe these actions as the 4 M’s and they will be addressed:
Marketing – maintaining important customer relationships
Management – objective review
Model - maintaining margins
Money – adequate capitalization
Other key areas of focus are corporate structure and compliance. Guidance from a seasoned corporate and transactional counsel is invaluable with respect to corporate matters, growth, capital raising and any transactional matters.
Trends and Transactions in Private Post-Secondary EducationExpert Webcast
Our panel of experts, comprised of senior investment bankers, a leading education lawyer, who also owns and operates an accredited private college, and a senior industry consultant, will discuss the current trends and transactions in the private post-secondary schools and colleges industry. Major topics include:
Current investment climate and market in private post-secondary education
Key federal and state regulatory issues that affect risk, pricing and structure
Student and employee litigation and risk management
Identification of risk indicia and risk assessment
Trends in auction activity and related purchase and sale strategies
Case studies
10.19.2017 The State of Cross-Border Private Equity and the Role of Alternati...Expert Webcast
MAJOR TOPICS:
Overview of the private equity markets
Market and transactional trends in the US and Canadian private equity
Deal dynamics – structures, speed, execution
Resurgence in the IPO markets
Role of alternative capital pools in the deal economy
Industries and geographies
China cross-border investing
CFIUS process
PE to PE transactional trend
Increasing use of representations & warranties insurance
Value of advisors
Outlook for the future
09.28.2017 Alternative Investment Strategies - Life Insurance SettlementsExpert Webcast
Alternative Investment Strategies - Life Insurance Settlements
Major Topics of Discussion
Life settlements market overview
Seller’s v. buyer’s perspectives
Individual v. Corporate-owned policies
Life settlements as an alternative asset class
Transaction process and underwriting
Legal and regulatory framework
Due diligence
Tax implications
Servicing the assets
Overview of the risks
Expert Webcast: Maximizing Value of Privately Held CompanyExpert Webcast
Maximizing the Value of a Privately Held Company from the Corporate, Financial and Management Perspectives. This panel presentation addresses the issues involved in building, running and exiting a private company or a family-owned business, including owners’ personal considerations and business-related corporate law, financial and management issues.
Expert Webcast: Healthcare Restructuring Outlook 2019AnnaSpektor
MAJOR TOPICS:
• Healthcare industry overview, financial stress and outlook for 2019
• Drivers of industry financial distress
• Industry segments most affected
• Evaluating healthcare restructuring alternatives — Out-of-Court vs. In-
Court
• Effects of capital structure on restructuring
• Types of cases filed and unique issues
• Healthcare M&A overview
• Unique aspects to the sale of a financially distressed healthcare entity
• Due diligence issues
• Operational perspectives
• For-profit vs. not-for-profit
• Types of buyers
• Bankruptcy process
M&A Risk Allocation: Representations and Warranties InsuranceExpert Webcast
PANEL:
Craig Lilly, Partner, Baker McKenzie
Peter K. Rosen, Global Chair of the Insurance Coverage Litigation Practice, Latham & Watkins
Patrick Stroth, President, Rubicon M&A Insurance Services
Phil Casper, Principal, Euclid Transactional
Neil Morganbesser, President, DelMorgan & Co.
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of common M&A deal risks
Representations and warranties insurance explained
Types and transactions covered
Reps & Warranties Insurance trends
Illustrative terms overview
Due diligence and underwriting process
Transaction timing and certainty of closing
Maximization of seller proceeds at closing
Claim history overview
M&A Risk Allocation: Representations and Warranties Insurance. Expert Webcast
PANEL:
Craig Lilly, Partner, Baker McKenzie
Peter K. Rosen, Global Chair of the Insurance Coverage Litigation Practice, Latham & Watkins
Patrick Stroth, President, Rubicon M&A Insurance Services
Phil Casper, Principal, Euclid Transactional
Neil Morganbesser, President, DelMorgan & Co.
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of common M&A deal risks
Representations and warranties insurance explained
Types and transactions covered
Reps & Warranties Insurance trends
Illustrative terms overview
Due diligence and underwriting process
Transaction timing and certainty of closing
Maximization of seller proceeds at closing
Claim history overview
Hemp market overview
•Legal and regulatory issues
•Investment opportunities – corporate and real estate
•Valuation trends
•Third-party due diligence
•Brand building and differentiation in the new industry
•Industry outlook
Avoid legal and business mistakes when your company, client or customer is in...Expert Webcast
Five critical mistakes management makes and proactive approaches for addressing problems before they become fatal; Avoiding common legal errors; Mistakes made by creditors when trying to collect from a company in distress and suggestions for enhancing recoveries; The presentation will provide both information and specific examples involving companies in distress.
State legalization of cannabis has created a robust marijuana and cannabis ancillary industries as well as significant need for growth capital for many new as well as established companies in the industry. Investment opportunities in the industry through public markets are still relatively scarce, and to meet the demand, venture capital firms, family offices and private equity funds have raised and are investing hundreds of millions of dollars into the industry. The panel will examine current trends and transactions in Cannabis, as well as growth and valuation trends, due diligence issues and potential risks and reward for private equity investors and companies seeking capital.
Expert Webcast: Lower Middle Market Finance for Owner OperatorsExpert Webcast
MAJOR TOPICS:
What is on the menu for owner/operator borrowers today?
Difference between a regulated bank and Debt Fund
Can owner/operators get financed like their PE owned competitors?
What is the optimal structure for a borrower with 4x-5x leverage? Uni’s vs senior/junior combination?
Does a dislocation in the broadly syndicated market affect this area?
How to prepare for a financing; Understanding the requirements to close/fund
Process breakdown – single points of failure
Lender point of view – why we like these financings
Understanding this is an arranged marriage and you have to live with one another – the relationship begins when the deal closes
Qualified Opportunity Zones rules seek to encourage investment and stimulate economic growth in certain distressed communities by providing various federal income tax benefits to taxpayers who invest in businesses that operate within these zones. Discussion will include tax incentives and key outstanding regulatory issues in Qualified Opportunity Zones as well as transactions for companies, funds and investors, including real estate deals and sales of closely held businesses.
• Intent of the 2017 legislation on Qualified Opportunity Zones
• Types of qualified opportunity funds
• Tax and business considerations in choosing a fund
• Tax benefits of investing in a qualified opportunity fund
• Capital gains that qualify
• Tax deferral or something more?
• Prescribed holding periods
• Taxpayer qualifications
• Investments required to realize tax benefits
• Investing in a sponsored fund to realize the tax benefits
• Forming a new fund
• Opportunity to defer gains for selling business owners
• Opportunity zones compared to a like-kind exchange for real estate investors
• A qualified fund in the case of a partnership dissolution
• Estate planning opportunities
• Opportunity Zones deal overview
• Real estate developer perspective -- cost of capital and deal structures
08.09.2018 Tax Considerations in M&A for for Buyers and SellersExpert Webcast
•Tax affect on deal economics
•Specific tax considerations
•Target’s tax characteristics
•Form matters
•Stock sale v. asset sale
•Continuing equity interest
•Service agreements and non-competes
•Minority owner considerations
•Key employees
•State and local taxes
07.19.2018 Understanding the Sell Side M&A Process for a Private CompanyExpert Webcast
Major Topics:
M&A market overview
Corporate and shareholder readiness
Assembling the deal team
Legal issues
Investment banking process
Types of buyers
Deal structures
Due diligence
Capitalizing on “hidden” assets – life insurance
Tax and other incentives available
M&A insurance
06.20.2018 Third Party Funding of Internatinonal ArbitrationExpert Webcast
MAJOR TOPICS:
Third party funding solutions
Appropriate situations for third party funding
Advantages and disadvantages
Finding the right funder and presenting the case
Case administration
Conflicts of interest, privilege, confidentiality and other issues
Regulatory issues
Buying and selling of claims
Insurance
05.31.2018 Resolving Shareholder and Investor DisputesExpert Webcast
MAJOR TOPICS:
Disclosure based settlements of shareholder litigation challenging merger transactions (Dead or Alive post Trulia)
Structuring Cash out mergers by majority or controlling shareholders (MFW)
Business Judgment Rule Review for Post- Closing Damages Cases (Corwin)
Developments in Appraisal Proceedings
05.15.2018 Mitigating Cyber Breach Liability for Companies and Board MembersExpert Webcast
MAJOR TOPICS:
Cyber breach preventative strategies
Cyber written policies and procedures
Response during and after a cyber crisis
GDPR
Third-party vendor issues
Best practices for the middle market
Corporate and board best practices
Cyber Insurance
Transactional effects and deal due diligence
Notable legal precedent
Gear slippage with strategic execution is a universal norm—but, it does not have to be
Limitations of the traditional Project Management Office (PMO)
Establishing ‘force multiplication’ for PE Operating Partners
Best practices for post-merger integration can be applied across the enterprise
Creating a “Culture of Execution” where managers embrace getting things done
Building healthier companies by teaching companies to execute rather than “taking over”
There is a better way: the ‘Change Management Acceleration Process’
Addressing a foreign insolvency in the U.S.
Overview of Chapter 15 Bankruptcy
Chapter 15 v. Chapter 11
UNCITRAL Model Law Adoption
Type of relief sought
Extraterritoriality and avoidance powers
Public policy implications
Approved guidelines for court communications
Understanding Claim History in M&A InsuranceExpert Webcast
Overview of M&A / Representations and Warranties Insurance
Payout history / frequent types of claims
Claim submission and processing
Role of a broker
Roles of external advisors – lawyers, accountants
Common issues
Transactional observations
11.16.2017 Strategies for US Companies' Expansion AbroadExpert Webcast
Expansion structures: organic, mergers, acquisitions, joint ventures, other
Structuring private equity acquisitions abroad
Intellectual property and technology transfer issues
Understanding local infrastructure, language and culture
Staffing a deal team
Due diligence and disclosures
Dispute resolution mechanisms
Transfer pricing, tax structures and repatriation of capital
Financing availability
10.26.2017 Raising Capital for Emerging Growth CompaniesExpert Webcast
MAJOR TOPICS:
• Readiness for a capital raise
• Capital raising process
• Financial and business projections and valuation
• Debt v. equity
• Use of proceeds
• Assembling the right team of advisors
• Types of potential investors
• Common mistakes
Major Topics:
Information security and decision making
Valuation issues
Identifying industry-specific security issues
Cyber due diligence
Buy v. Sell side
Potential post-transaction cyber liability
Risk mitigation
Preventative measures
Crisis management
Expert Webcast Roundtable: Middle Market M&A and Private Equity Update 2017.
•Overview of macroeconomic trends
•Trends in M&A and private equity transactions
•Deal types and structures
•Domestic v. international deal space
•Role of M&A insurance
Expert Webcast: Mastering Transactional Due DiligenceExpert Webcast
Deal market overview
Due diligence areas of focus
Operational, financial, legal
Preparation and self-diligence
Data rooms and use of technology
VDRs
Best practices
Cyber Due Diligence
5.25.2017 Getting Your Company Ready for SaleExpert Webcast
Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• C. Craig Lilly, Partner, Baker & McKenzie LLP
• Thomas N. Mahoney, CFA, CAIA, Private Wealth Advisor, Senior Portfolio Manager, UBS Private Wealth Management
• Greg Reber, Founder and CEO, AsTech Consulting
• Michael L. Evans, Northern California Managing Director, Newport Board Group LLC
MAJOR TOPICS:
• Corporate law imperatives
• Identifying high-risk areas pre-sale
• Avoiding contingent considerations post-sale
• Understanding seller motives and goals
• “Institutionalizing” the business
• Assembling the deal team
• Valuation Issues
• Sale process overview
• Potential transaction structures
• Understanding and managing cyber and technology risks
• Due diligence
• Wealth and estate planning for selling shareholders
Duties of Officers and Directors of a Distressed CompanyExpert Webcast
MAJOR TOPICS:
•Accessing capital markets and liquidity issues
•Operational turnaround perspective
•Litigation risks and avoidance
•Mitigation of directors’ and officers’ liability risk
•Corporate indemnification and D& O insurance
•“Zone of Safety”
•Case studies
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
This article provides a comprehensive guide on how to
effectively manage the convert Accpac to QuickBooks , with a particular focus on utilizing online accounting services to streamline the process.
Taurus Zodiac Sign_ Personality Traits and Sign Dates.pptxmy Pandit
Explore the world of the Taurus zodiac sign. Learn about their stability, determination, and appreciation for beauty. Discover how Taureans' grounded nature and hardworking mindset define their unique personality.
As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
Marvin neemt je in deze presentatie mee in de voordelen van non-endemic advertising op retail media netwerken. Hij brengt ook de uitdagingen in beeld die de markt op dit moment heeft op het gebied van retail media voor niet-leveranciers.
Retail media wordt gezien als het nieuwe advertising-medium en ook mediabureaus richten massaal retail media-afdelingen op. Merken die niet in de betreffende winkel liggen staan ook nog niet in de rij om op de retail media netwerken te adverteren. Marvin belicht de uitdagingen die er zijn om echt aansluiting te vinden op die markt van non-endemic advertising.
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
Set off and carry forward of losses and assessment of individuals.pptx
5 9 presentation final 1
1. Panel:
David S. Kupetz, Partner, SulmeyerKupetz
George P. Blanco, Partner, Avant Advisory Group
Steve J. Cupingood, CPA, Partner, SingerLewak
Mitchell Cohen, EVP; CIT Trade Finance
Moderator: Alexander B. Kasdan, Managing Director, DelMorgan & Co.
Event Organized by Anna Spektor, Founder and President, Expert Presence
ALTERNATIVES FOR A DISTRESSED COMPANY
IN APPARELAND RETAIL
May 9, 2013
2. 1
David S. Kupetz, a member of SulmeyerKupetz, specializes in troubled transactions, crisis avoidance
consultation, workouts, restructurings, reorganizations, bankruptcies, receiverships, assignments for the
benefit of creditors and other non bankruptcy insolvency proceedings. He represents debtors (in
restructurings and workouts and in chapter 11 reorganization cases), secured creditors, unsecured
creditors' committees, assignees for the benefit of creditors, buyers/sellers of businesses/assets in
distressed circumstances and other entities in insolvency and bankruptcy situations.
A sampling of clients represented by Mr. Kupetz includes: Care Enterprises, Inc. (debtor in possession);
Ocean Pacific Sunwear, Ltd. (debtor in possession); County of Los Angeles (creditor); General Electric
Capital Corporation (secured lender); Litton Industries, Inc. (creditor); Boston West, LLC (Boston
Markets) (debtor in possession); ExxonMobil Corporation (creditor); Honda Trading Co. (creditor);
CKE Restaurants (creditor); San Diego Television, Inc. (debtor in possession); South Bay Pizza, Inc.
(debtor in possession); Transgo Corp. (unsecured creditors’ committees); Aura Systems, Inc. (out-of-
court unsecured creditors’ committee); Snow Valley, LLC (debtor in possession); Gardenburger, Inc.
(debtor in possession); eStyle, Inc. (debtor in possession); American Home (debtor in possession); No
Fear Retail Stores, Inc. (debtor in possession); and Ventura Port District (chapter 9 debtor).
His many articles on bankruptcy related subjects have been published in The Business Lawyer,
Commercial Law Journal, IDEA: The Journal of Law and Technology, Journal of Bankruptcy Law and
Practice, The Annual Survey of Bankruptcy Law, The Urban Lawyer, The Banking Law Journal, Los
Angeles Lawyer, California Lawyer, Commercial Law Bulletin, Los Angeles Daily Journal, The
Secured Lender, The Journal of Private Equity, The Journal of Corporate Renewal, Public Law Journal,
Federal Lawyer and many other publications. Mr. Kupetz served as the author of Collier Commercial
Bankruptcy Forms for many years and currently is the author of the Collier Handbook for Creditors'
Committees.
Mr. Kupetz is a frequent lecturer on reorganization and other insolvency topics.
Mr. Kupetz was admitted to the California bar in 1986. He obtained his legal education at the
University of California, Hastings College of the Law (J.D., 1986).
333 South Hope Street
35th Floor
Los Angeles CA 90071
(213) 617-5274
dkupetz@sulmeyerlaw.com
www.sulmeyerlaw.com
3. 2
George P. Blanco, Managing Director and Partner, Avant Advisory Group, has
more than 25 years of senior executive and consulting experience in financial and
operational management high growth and financially distressed companies. His crisis
and turnaround management experience includes operational and financial
restructuring, cost reduction programs, reorganizations in bankruptcy, negotiations
with lenders and creditors, and capital sourcing.
In addition to chief restructuring officer (“CRO”) roles, he also has served as CFO of a
public company and CEO of a telecommunications provider.
George is a Certified Insolvency and Restructuring Advisor (“CIRA”), having served
more than 12 years in the Big 4 accounting and consulting firm environment. In his 30
years of consulting and senior-level experience, he has served as partner and managing
director in consulting, financial advisory and the corporate recovery practices of
PricewaterhouseCoopers and AlixPartners.
George is experienced in manufacturing plant consolidations, supply chain/logistics,
management business process re-engineering, operational restructuring, financial and
manufacturing systems implementation, post-acquisition integration and working
capital improvement for both middle-market and “Fortune 500” companies across
multiple industries.
George has taught classes in Total Quality Management and participated on numerous
panels involving operational restructuring and profitability improvement. In addition to
being a CIRA, he earned his MBA in finance from the UCLAAnderson Graduate
School of Management and his BA in economics and accounting from Claremont
McKenna College.
601 South Figueroa Street,
Suite 4050
Los Angeles CA 90017
(213) 479-7900
GBlanco@AvantAdvisory.com
www.AvantAdvisory.com
4. 3
Steve J. Cupingood leads SingerLewak’s firm-wide Tax practice and he
is the Los Angeles Office Lead Partner.
Steve has over 24 years of experience in individual and business entity
taxation (including with shareholders and partners). He has significant
experience with nonprofits as well as with high net worth individuals. In
addition to possessing strong technical expertise, Steve has extensive
consulting experience in tax planning, research and compliance services. A
significant portion of Steve’s professional experience includes over six
years in the tax department of a large international accounting firm.
Steve received his Bachelors of Science degree in Business Administration
with an Accounting major from California State University, Northridge, in
1984. He is a Certified Public Accountant and a member of the American
Institute of Certified Public Accountants and the California Society of
CPAs.
10960 Wilshire Blvd.
Suite 700
Los Angeles CA 900241
(310) 477-3924
scupingood@singerlewak.com
www.singerlewak.com
5. 4
Mitch Cohen is Executive Vice President - Managing Director and Western
Regional Manager of CIT Trade Finance, responsible for client service and
retention, business development and client credit quality. He has more than 30 years
experience in the financing industry. His responsibilities include client service and
retention, ensuring client credit quality and profitability, and new business
development throughout the Western United States, as well as CIT’s Hong Kong
office.
Mitch’s areas of expertise include factoring and credit protection solutions for
companies that want to increase sales, improve cash flow, reduce operating expenses
and eliminate customer credit losses, and financing solutions for consumer products
companies (apparel, footwear, housewares, furniture and home furnishings).
Mitch has more than 30 years of experience in the financing industry. Prior to joining
CIT, he served as Senior Vice President for Bank of Newport. Prior to this, he was
Senior Vice President with Mitsui Manufacturers Bank. In 2004, Cohen was honored
with the Spirit of Life Award by the Apparel Industries Group for the City of Hope and
was the recipient of the 1999 Humanitarian Award from the National Jewish Medical
and Research Center.
Mitch earned a bachelor’s degree in accounting from the State University of New York
and is a graduate of the University of Washington’s Pacific Coast Banking School. He
also completed the Wharton Executive Development Program.
300 S Grand Ave #12
Los Angeles CA 90071
(213) 613-2416
mitchell.cohen@cit.com
www.cit.com
6. 5
Alexander B. Kasdan is a Managing Director at DelMorgan & Co. He has more
than twenty years of investment banking, real estate, corporate law and corporate
strategy experience. Alex has executed over 100 domestic and cross-border
transactions totaling more than $10 billion in overall volume in a variety of industries.
Prior to joining DelMorgan, Alex founded and ran Convergence Capital Partners, LLC,
a boutique investment banking advisory firm and was an investment banker at
Barrington Associates in Los Angeles, where he headed the restructuring group, Peter
J. Solomon Company, Credit Suisse First Boston and Merrill Lynch.
Alex practiced law with O’Melveny & Myers LLP (formerly O’Sullivan Graev &
Karabell LLP) and Paul, Hastings, Janofsky & Walker LLP (formerly Battle Fowler
LLP), where he specialized in mergers and acquisitions, private equity and corporate
finance transactions. In addition, Alex served as Corporate Counsel in charge of
business development at Schlumberger Ltd., a global oilfield and information services
company.
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. Alex is admitted to the Bar in the State of New
York.
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.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 980-1718
www.delmorganco.com
www.cvgpartners.com
ak@cvgpartners.com
7. 6
Anna Spektor, the Founder and President of Expert Presence,
specializes in digital and event marketing, public relations and
brand communications programs for professional services firms. As
a business development consultant, Anna helps clients develop and
implement comprehensive strategies designed to generate new and
solidify existing referral relationship, elevate profile, and build
brand awareness. Anna is also the founder of Expert Forum and
Expert Webcast, affiliate companies focused on providing the
professional community with quality educational content,
continuing professional education and targeted networking
opportunities.
1999 Avenue of the Stars
Suite 1100
Los Angeles, CA 90067
(310) 995-6579
www.expertpresence.com
anna@expertpresence.com
9. 8
Common Fatal Errors by Retailers
• Failure to engage an experienced turnaround professionals to guide a
return to profitability
• Failure to quickly arrest cash hemorrhaging
• Failure to engage merchandisers to refocus the marketing strategy
• Insufficient focus on core business strength
• Closing too few stores and taking too long to close them
• Failure to rationalize the administrative structure of the operations
• Failure to integrate different concepts in the same management
information system
• Disastrous acquisitions
10. 9
Repositioning
• Many retail failures are caused by rapid expansion, mismanagement
or too much leverage.
• A significant number of failures occur as a result of being out of step
with the market and losing touch with the client base that made a
company successful in the first place.
• The fashion industry is particularly susceptible.
11. 10
Transaction Structures
• Chapter 11
– Section 363 Sale
– Plan of Reorganization
• Assignment for the Benefit of Creditors (ABC)
• Friendly Foreclosure
• Receiverships
• Out-of-court workouts/debt restructurings
• Acquisition of secured debt to be followed by foreclosure or one of
other distressed transaction structures
• Chapter 7
12. 11
Legal Developments/Issues
• Secured Creditor Cannot be Stripped of Right to Credit Bid Under
Chapter 11 Plan Providing for Sale
– RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 132 S. Ct.
2065 (2012)
• Uncertainty Regarding Trademark Licensee’s Right to Retain
License if Licensor Files Bankruptcy
– Lubrizol (4th Cir. 1985)
– Bankruptcy Code § 365(n) (1988)
– Sunbeam (7th Cir. 2012)
• Cap on Time (210 days) to Decide Whether to Assume or Reject
Leases under Which Debtor is Lessee
• Administrative Priority for § 503(b)(9) Reclamation Claims
13. 12
Selected Southern CA Case Studies
• ABC – Acquisition of Assets of Fortune Fashion Industries by Jerry
Leigh of California
– Apparel Manufacturer
– Secured Lenders Undersecured and Consented to ABC Transaction
– Seamless Transaction Executed Upon Commencement of ABC
• Section 363 Sales by No Fear Retail Stores
– Apparel Licensor & Retailer
– Expedited Sale Process
– Separate, Contemporaneous Sales Completed for IP Rights and Retail
Assets
• Chapter 11 Plan by American Home
– Furniture Retailer
– Liquidated Arizona Stores Upon Commencement of Case to Pay Off
Secured Lender
– Reorganized Around Core New Mexico locations and Restructured
Unsecured Debt Under Chapter 11 Plan
14. 13
Alternatives for a Distressed Company in
Apparel and Retail
Alexander B. Kasdan, Managing Director
15. 14
Capital Markets Overview
• As of December 31, 2012 the S&P 500 Retailing
Index and the S&P 500 Consumer Durables &
Apparel Index increased by 25% and 19%,
respectively, over prior year levels while
outperforming the S&P 500 by 11% and 6%,
respectively
• The equity markets displayed overall strength and
investor demand
• Several initial and secondary public equity
offerings were completed in 2012
16. 15
Annual M&A Activity
• Overall M&A activity in the Consumer & Retail
industry remains healthy with190 closed
transactions during 2012
• The total value of completed M&A transactions in
the Consumer & Retail industry increased 41% to
$66.6 billion
• Transactions with values less than $500 million
represented approximately 86% of total deal
volume and 32% of total deal value
17. 16
Apparel Manufacturing Employment
• Employment has declined
by more than 80% in the last
two decades
• The decline has been
proportional throughout the
component industries
Source: U.S. Bureau of Labor Statistics.
18. 17
Productivity-Output Per Hour
• Labor productivity in the U.S. manufacturing sector, textile mills and footwear manufacturing
more than or nearly doubled from1987 to 2010
• Labor productivity in apparel manufacturing grew at about the same rate as overall
manufacturing productivity from 1987 to 2000 but generally declined from 2000 to 2010
Source: U.S. Bureau of Labor Statistics.
19. 18
Producer Prices in Apparel
• Producer Price Index (PPI) for fabric mills, a major component in textile-related production,
increased significantly from October 2010 until September 2011
• PPI increases for other industries such as footwear manufacturing and for accessories and other
apparel were more muted until December 2011
Source: U.S. Bureau of Labor Statistics.