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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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Agenda

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

Description

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

Panelists

Frank A. Merola

Partner
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.

Jeff J. Marwil

Partner
Proskauer

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.

Dawn M. Cica

Partner
Mushkin Cica Coppedge

Dawn M. Cica is a partner with Mushkin Cica Coppedge in Las Vegas 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-in-possession financings and asset sales.

Her transactional experience also extends to a variety of other industries, particularly the complex details surrounding the gaming and real estate fields. Notably, on behalf of the Nevada Department of Environmental Protection, Ms. Cica was part of a team that handled the negotiation of a settlement among various state and federal government agencies allowing for the confirmation of a reorganization plan in the Tronox bankruptcy that ultimately resulted in a recently approved litigation settlement of more than $5 billion, with almost a quarter being distributed to the State of Nevada for environmental remediation.

In addition to her transactional experience, she has represented creditors, committees, affiliated parties and debtors. She has also participated in bankruptcies in other states where she is licensed, as well as in Delaware. From the negotiation and execution of initial lending agreements, through modifications and forbearances, foreclosures, guarantor lawsuits and bankruptcy matters, Ms. Cica has counseled lender, guarantor and borrower clients on the full scope of their legal issues in major commercial and real estate matters and in commercial bankruptcy cases and workouts. She has also advised banks in connection with large corporate, middle- market and retail lending disputes, and she has extensive experience representing secured lenders in creditors’ rights matters.

Ms. Cica 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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