Seminar  Program

Recent Developments in Distressed Debt, Restructurings and Workouts 2018


Select a Location:

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and rate code PLII. You can also Book Online- Kimpton.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

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Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

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Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

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CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

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Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s live webcasts qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
Atlanta Groupcast Location

Atlanta Bar Association, 400 International Tower, 229 Peachtree Street, NE, Atlanta, GA 30303-1601. (404) 521-0781.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

Pittsburgh Groupcast Location

Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania 15222-2517. (412) 802-2300. Click Here for Directions

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Effective risk prevention practice, some market volatility, and occasional fraud require businesses to preplan and limit risk with distressed companies. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to loans, various executory contracts and inter-creditor agreements, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, sales of distressed assets in diverse industries, and valuation issues. The faculty will provide tactics to better protect creditors, including banks, bondholders, hedge funds, and parties in interest, and to maximize values and recoveries. This program is designed for inside and outside counsel, turnaround and Chapter 11 professionals and business people with at least some experience with defaults, structured finance, distressed debt, restructurings, mainstream Chapter 11 cases and litigation. It will include current cases, practice and strategies.  Experienced lawyers will benefit greatly.

Topics Include

  • Current marketplace developments; The role of financial advisors in restructurings
  • Potential impact on restructurings of Supreme Court cases such as Wellness Int’l, Stern v. Marshall, and Jevic
  • Understanding and drafting relevant documentation in distressed and other corporate deals and loan transactions, exchange offers and workouts; TIA issues and recent cases
  • Corporate governance and D&O liability issues in or near the zone of insolvency; Deepening insolvency
  • Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements — Lehman; Swedbank; SemCrude
  • Structured and complex finance — current issues, including on triangular setoff interest, make fraudulent conveyances, whole premiums and ramifications of Momentive Performance, Lehman
  • Inter-creditor agreements, subordination, voting and distribution issues — Jevic, Momentive Performance, Euro Directories, Westpoint Stevens, Ion Media; Negotiating restructuring agreements and exchange offers; important due diligence and relevant Bankruptcy Code and case analysis; lockups; valuations; TIA issues – Section 316b
  • Sales of distressed assets, bid procedures, “free and clear,” successor liability, credit bidding, “loan to own,” confidentiality; GM; Clear Channel and progeny; River Road; Innkeepers; Fisker
  • Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements; valuations; structured dismissals and gifting controversy

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Opening Remarks and Introduction

9:15 Market Update and Documentation
  • Introduction, program survey and state of the restructuring markets
  • The potential impact of Wellness Int’l, Stern v. Marshall, Caesars, General Motors, Momentive, Jevic and TIA, et al on restructurings
  • Drafting transaction documents to minimize risk and maximize recovery
  • Range of covenants and defaults
  • The distressed debt players;turnaround and distressed debt opportunities

Jacob A. Adlerstein, David Pauker, Joseph Samet



10:15 Preliminary Restructuring Documentation and the Role of Financial Advisors

Preliminary Restructuring Documentation

  • Forbearance agreements
  • Confidentiality and common interest agreements
  • Scope of Information requests

Jacob A. Adlerstein, Joseph Samet

The Role of the Investment Banker, Financial Advisor and Chief Restructuring Officer

  • For Borrowers and Lenders
  • Due diligence
  • Valuation Issues

James M. Lukenda, David Pauker



11:15 Networking Break

11:30 The Roles of Financial Advisors, and Corporate Governance

The Roles of the Financial Advisors (cont’d)

  • Business plans, valuations, salesand exit strategies
  • Evaluation of alternatives for parties in interest
  • Negotiations and problem-solving

James M. Lukenda, David Pauker

Corporate Governance and Officer and Director Risks and Claims in or Near the Zone of Insolvency

  • Advising the Board generally and on sales issues
  • Consideration of diverse state and foreign laws; current decisions
  • Scope of duties; prosecuting and defending claims
  • Status of deepening insolvency theory of liability and/or damages
  • Defenses; exculpation clauses; indemnification

Kathryn A. Coleman, David Pauker, Joseph Samet



12:30 Lunch

1:45 The Restructuring Agreement and Sales of Distressed Assets
  • Negotiating a restructuring agreement;
  • Lockup agreements - negotiation and enforceability
  • Exchange offers; Trust Indenture Act issues; Disclosures
  • Sales of distressed assets-process, auctions, breakup fees, “free and clear,” “loan to own,” successor liability and credit bid issues – General Motors; Clear Channel and progeny; Fisker, et al; Can agents “drag along” unwilling syndicate members to credit bid on collateral?

Jacob A. Adlerstein, Joseph Samet



2:45 Preparing for Bankruptcy Risks and Industry Issues

Dealing with the Lender's Potential Risks and Claims

  • Fraudulent transfers and section 546(e) defenses; Ponzi schemes – Tousa, LBOs, Madoff, Tribune; Stanford (Golf Channel)
  • Recharacterization of claims
  • Valuation issues
  • Defenses by lenders and the pushback
  • Make-Whole and prepayment premiums in bankruptcy – Momentive Performance, American Airlines, School Specialty
    • Are they unenforceable as disguised claims for “unmatured interest” disallowed in bankruptcy?Are they recoverable as part of a secured claim?
    • Does acceleration upon bankruptcy mean they’re not prepayments?
    • Are lenders with prepayment rights entitled to “expectation damages” if their loans are paid before maturity under a chapter 11 bankruptcy plan?

David M. Hillman, Joseph Samet 

Industry Issues in Structured Finance, Lending and Derivatives

  • Intercreditor Issues
    • Types of intercreditor agreements: Multiple tranche, senior/junior, mezzanine, shared collateral; Unitranche; Treatment of Unitranche loans in bankruptcy – Radio Shack
    • Challenges to out-of-court restructurings under section 316 (b) of the Trust Indenture Act – What are the “sacred rights” of creditors that cannot be modified without consent?What did the court decide in EDMC or Caesars?
  • Collective action
    • Are members of lending syndicates bound by the actions of the agent?
    • The ability of individual syndicate members to exercise rights outside the group
  • Bankruptcy remote structuring and drafting
(CFE Field of Study: Fraud)

Rick Antonoff, Joseph Samet



3:45 Networking Break

4:00 Industry Issues continued;

Pre-negotiated Chapter 11 Plans

  • Cross-affiliate Setoff and Netting
    • Documentation and contractual language; Lehman (Intel)
    • Application of the automatic stay and exceptions for financial contracts—SemCrude, Metavante (Lehman), Swedbank, and SIPA v. UBS (Lehman)

Joseph Samet, Keith H. Wofford

Not So Perfect Plans of Reorganization – Select Issues

  • Negotiations and documentation of deals; Gifting and structured dismissals – Jevic
  • Strategy for parties in interest; key objections
  • Claims trading and controversies
  • Disclosure laws; securities laws and §1145 of the Bankruptcy Code
  • Binding the dissenters; scope of releases and channeling injunctions; contribution bars
  • Exit financing; structured dismissals - Jevic

Ronit J. Berkovich, Keith H. Wofford



5:00 Adjourn

Chairperson(s)
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
Speaker(s)
Jacob A. Adlerstein ~ Paul Weiss Rifkind Wharton & Garrison
Rick B. Antonoff ~ Blank Rome LLP
Ronit J. Berkovich ~ Weil, Gotshal & Manges LLP
Kathryn A. Coleman ~ Hughes Hubbard & Reed LLP
David M. Hillman ~ Schulte Roth & Zabel LLP
James M. Lukenda ~ Managing Director, Huron Business Advisory
David Pauker ~ Turnaround Manager/Restructuring Advisor
Keith H. Wofford ~ Ropes & Gray LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

Philadelphia Groupcast Location

Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) 932-4637. Click here for directions.

Philadelphia Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Marriott Residence Inn

Ritz Carlton

Loews Philadelphia

Philadelphia Marriott Downtown

Hilton Garden Inn

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

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