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Comparison of Asset Sales Under § 363 and Asset Sales Pursuant to a Plan of Reorganization

Level: Advanced
Runtime: 58 minutes
Recorded Date: April 20, 2018
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10:00 am - 11:00 am
  • Sales of Assets in Chapter 11
  • LBO Issues
  • Elements of a 363 Sale
  • Sale under 1141(c) through a Plan
  • Statutory Elements required for Cram Down
  • Present Day Credit Bid Rights
  • Lien Strip Down
  • "Such Property"
  • Section 1111(b) and the Underwater Junior Secured Creditor
Runtime: 1 hour
Recorded: April 20, 2018


This panel of experts will compare assets sales under Sec. 363 and pursuant to a plan of reorganization.

This program was recorded on April 20th, 2018.

Provided By

American Bankruptcy Institute
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Frank A. Merola

Stroock & Stroock & Lavan LLP

After nearly 30 years in practice, Frank Merola's legal and business acumen and creative execution strategies have earned him a reputation as a bold and tireless advocate in business reorganization, who achieves his clients’ objectives both in and out of court.

Frank has demonstrated his capacity to find creative solutions time and again. Recently, as debtor’s counsel to Haggen Food and Pharmacy, for example, Frank guided the grocery chain in decisively terminating unprofitable operations and methodically liquidating those related assets, while preserving the going concern value of Haggen’s profitable core business.

Frank advises debtors, creditors, official and ad hoc committees, acquirers and equity holders both in chapter 11 and out-of-court restructurings. He services a broad spectrum of industries, ranging from real estate, gaming and leisure, oil and gas, retail, healthcare and communications and media. Best Lawyers in America, The Legal 500 United States and Super Lawyers have all awarded Frank accolades for his skills.

Mr. Merola received his undergraduate degree in business administration from Georgetown University and his J.D. from the University of California at Los Angeles School of Law.

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Jeff J. Marwil


Jeff Marwil has held lead roles in some of the highest-profile Chapter 11 bankruptcy cases in America. He is the U.S. co-head of the Firm’s Business Solutions, Governance, Restructuring & Bankruptcy Group, and head of the Chicago office. During his 30 years of experience in bankruptcies, workouts and corporate restructurings, he has developed a reputation for providing sophisticated strategic advice to companies in distress, and solving challenging legal and business issues.

Jeff represents publicly traded and privately held companies, in and out of court, in the restructuring of complex capital structures and reorganizing their financial affairs and business operations. With his in-depth understanding of the roles and responsibilities of officers and directors of both publicly-traded and privately-held companies, Jeff regularly provides advice on issues of corporate governance and fiduciary duty related to companies in distress, their officers and directors, creditors and their shareholders.

He currently serves as lead counsel for debtors, official committees and trustees in some of the largest cases in America, including Energy Future Holdings Corp, the Official Committee of Unsecured Creditors of Caesars Entertainment Operating Company, Inc. and ITT Educational Services, Inc. He also regularly represents private credit finance lenders in workouts and restructurings of their distressed credits.

He received his B.A. from the University of Michigan and his J.D. from DePaul University College of Law, where he was a member of its Law Review.

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Dawn M. Cica

Founding Member
Carlyon Cica Chtd.

Dawn M. Cica is an attorney with Carlyon Cica Chtd. in Las Vegas and has more than 30 years of experience working on transactions of all types, including transactional aspects of bankruptcy and creditors’ rights such as strategic resolutions, workouts, restructurings, settlements, debtor-inpossession financings and asset-purchases/sales. In addition to her transactional experience, she has built a renowned bankruptcy practice representing creditors, committees, affiliated parties and debtors.

Ms. Cica has been involved in many influential Nevada bankruptcies in various industries, including the Aladdin Resort, Station Casinos, Riviera Hotel & Casino, Jerry’s Nugget, Las Vegas Monorail, Lake Las Vegas, South Edge, Consolidated Resorts, Viansa Winery, Tower Homes, Village at Centennial Springs, CommPartners, Global Axcess, MEGO Financial, Integrated Financial Associates, USA Capital, Rodeo Creek Gold, Martifer Solar USA, Nevada Cancer Institute, Cal-Neva Lodge, LLC, New Cal-Neva Lodge, LLC, Nevada Gaming Partners, LLC, John Ritter, DC Solar and Lucky Dragon Hotel and Casio. She has also participated in bankruptcies and assignments for the benefit of creditors in California and New York.

Ms. Cica has received numerous industry and peer recognitions, including the National M&A Advisory Award for Real Estate Deal of the Year – Chapter 15 Sale of the Veris Gold Mine (2015), and as one of the Nevada and Top 50 Women Mountain States Super Lawyers. She received her B.S. in finance and B.A. from the University of Nevada, Reno in 1984 and her J.D. from the University of California, Los Angeles School of Law in 1987, where she was a member of the UCLA Law Review and participated in a moot court.

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