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Focus on Retail (Series: Chapter 11 Special Issues)

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No two chapter 11 cases are alike and no two chapter 11 cases involving a retail business are alike. There are, nonetheless, certain issues that tend to arise in most retail cases. Among them: the retention of a liquidation firm; lease assumption and rejection; the claim priority of rent during a month that straddles the Petition Date or a rejection date; and consumer deposit issues. This webinar addresses such issues.

To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/focus-on-retail-2019/

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Focus on Retail (Series: Chapter 11 Special Issues)

  1. 1. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Insert the cover image for this webinar on this slide entirely 1
  2. 2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2
  3. 3. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Thank You To Our Sponsor 3
  4. 4. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. About this PowerPoint: if you are looking at this PowerPoint without the benefit of listening to the conversation that surrounded it then you are doing yourself a disservice. This PowerPoint was prepared in contemplation of being viewed in conjunction with listening to a one hour webinar on the topic 4
  5. 5. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: Thad Wilson – King & Spalding LLP Panelists: Linda Zappulla – Workshops and the Work Nick Campbell – Meru, LLC David Lorry – Versa Capital Management LLC 5
  6. 6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: Focus on Retail No two chapter 11 cases are alike and no two chapter 11 cases involving a retail business are alike. There are, nonetheless, certain issues that tend to arise in most retail cases. Among them: the retention of a liquidation firm; lease assumption and rejection; the claim priority of rent during a month that straddles the Petition Date or a rejection date; and consumer deposit issues. This webinar addresses such issues. 6
  7. 7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: Chapter 11 – Special Issues As of this writing (January, 2019) many people (economists) with crystal balls (relevant training, experience, and tools) predict that the economy is turning, and not for the better. If correct, one likely result will be a significant uptick in the number of Chapter 11 bankruptcy cases filed by businesses across the American Landscape. Designed for the corporate attorney, litigator, and anyone else who is not a Chapter 11 bankruptcy expert who finds herself stepping into bankruptcy for the first time or only on occasion, each episode in this Financial Poise webinar series takes a deep dive into one aspect of a chapter 11 bankruptcy case at a level that can be understood by the non- expert. 7
  8. 8. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 4/17/19 Episode #1: Focus on Retail 5/15/19 Episode #2: Focus on Single Asset Real Estate 6/19/19 Episode #3: Focus on Health Care 8 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.
  9. 9. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Episode #1: Focus on Retail 9
  10. 10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SURGE IN RETAIL FILINGS Chapter 11 retail bankruptcy filings continue to rise in 2019. • Potential causes: ▪ Over-leveraged & previous LBOs ▪ Too many stores ▪ Online retailers—Amazon ▪ Consumer behavior and priority shifting ▪ High volume of store inventory continues to outweigh shopper demand 1 0
  11. 11. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SURGE IN RETAIL FILINGS (cont’d) Recent filings: Late 2018 ▪David’s Bridal ▪Mattress Firm ▪Sears 2019 ▪Shopko ▪Gymboree ▪Beauty Brands Recent filings: 2019 ▪Things Remembered ▪Payless ShoeSource ▪FullBeauty Brands ▪Charlotte Russe ▪Diesel USA ▪Z Gallerie 1 1
  12. 12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: THE AUTOMATIC STAY • The automatic stay prevents a landlord from exercising default remedies under an unexpired real property lease, including attempts to terminate leases or institute/continue eviction proceedings. • A landlord must obtain relief from the automatic stay to effect lease termination, institute or complete the eviction process, or recover possession as a result of the debtor-tenant’s default. • Exception: A landlord’s action to obtain possession of property subject to a nonresidential real property lease that has terminated pursuant to its stated lease term prior to the bankruptcy filing or during the pendency of the chapter 11 case is not subject to the automatic stay. See 11 U.S.C § 362(b)(10). 1 2
  13. 13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: ASSUMPTION AND REJECTION Timeline Under Bankruptcy Code Section 365(d)(4) • The debtor-tenant has a maximum of 210 days to decide whether to assume or reject leases, absent prior written consent from the lessor: • “[A]n unexpired lease of nonresidential real property under which the debtor is the lessee shall be deemed rejected, and the trustee shall immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of • the date that is 120 days after the date of the order for relief; or • the entry of an order confirming a plan.” • The court has authority to grant a 90 day extension upon the motion of the lessor or trustee “for cause.” • Limited time period for assumption/rejection puts pressure on retail debtors to reorganize more quickly 1 3
  14. 14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: ASSUMPTION Assumption and Assignment • A debtor-tenant must seek court approval to assume an unexpired lease. • A debtor-tenant assumes all of the benefits and burdens of the lease. • At the time of assumption, a debtor-tenant must cure all payment defaults (and other defaults capable of complete cure) and provide adequate assurance of future performance under the lease. • Assignment ▪ A debtor-tenant is generally able to assign assumed leases to third parties notwithstanding the existence of anti-assignment provisions in the lease. ▪ Adequate assurance of future performance of the assignee is required (regardless of whether a default has occurred). ▪ Retail cases where lease assigned to Buyer of business 1 4
  15. 15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: ASSUMPTION (cont’d) Shopping Center Leases Bankruptcy Code Section 365(b)(3) provides specific criteria for landlords to receive “adequate assurance of future performance.” Adequate assurance of future performance of a shopping center lease includes adequate assurance: • of the source of rent and other consideration due under the lease; • that any proposed assignee (and its guarantors) will have a similar financial condition and operating performance to the original lessee (and its guarantors); • that any percentage rent due under the lease will not decline substantially; • that assumption or assignment of the lease is subject to all lease provisions (including radius, location, use, and exclusivity provisions) and won’t breach any such provision contained in any other lease, financing agreement, or master agreement relating to the shopping center; and • that tenant mix or balance in the shopping center will not be disrupted by assignment or assumption. 1 5
  16. 16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: REJECTION • A debtor-tenant must seek court approval to reject unexpired leases that are burdensome to the estate. • Court approval is subject to the business judgment standard of a debtor-tenant. • After lease rejection is approved, a debtor-tenant is: • relieved from its ongoing performance obligations under the lease; and • required to surrender possession of the property. • A lease rejection is deemed to be a court-authorized breach by the debtor-tenant. • Unless otherwise ordered by the bankruptcy court, the breach resulting from rejection is deemed to occur as of the Petition Date. • The landlord’s resulting claim for damages is treated as a prepetition unsecured claim, subject to a statutory cap. 1 6
  17. 17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: REJECTION (cont’d) Statutory Cap – Bankruptcy Code Section 502(b)(6). A landlord’s claim for rejection damages is capped at: • the rent reserved by the lease, without acceleration, for the greater of 1 year’s rent or 15% of remaining rent due, but not to exceed 3 years’ rent of the remaining term of such lease, following the earlier of ▪ (i) the petition date; or ▪ (ii) the date of repossession/surrender; Plus • any unpaid rent due under the lease, without acceleration, on the earlier of such dates. “Rent” v. “Time” Approach • Landlord and debtor-tenant usually have disputes over what damages can be included as “rent” 1 7
  18. 18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: ASSUMPTION AND REJECTION Obligations Under Bankruptcy Code Section 365(d)(3) •Until an unexpired lease of nonresidential real property is assumed or rejected, a debtor-tenant must “timely perform” all of its obligations under such lease “arising from or after the order for relief.” ▪ The time for performance of obligations arising within 60 days after the Petition Date may be extended for a 60-day period. ▪ Exception: A debtor-tenant does not have to perform obligations stemming from a breach described as an ipso facto default under 11 U.S.C § 365(b)(2). ▪A debtor-tenant must pay all lease obligations until a lease is assigned/rejected. ▪ Post-petition obligations are generally entitled to administrative expense priority. 1 8
  19. 19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LEASES: LEASE SALES AND DESIGNATION RIGHTS •Debtors sell rights to designate which leases would be assumed and assigned or rejected. The buyer of the “designation right” pays a premium to the debtor and pays the carrying costs of the leases during the marketing or review period. •Sale Process under Bankruptcy Code Section 363 •The time limits imposed on lease assumptions and rejections under 11 U.S.C § 365(d)(4) have made it harder for debtors to utilize this tool without landlord cooperation. ▪ New tenant can take over lease over landlord’s objections ▪ Depends on plain language of lease ➢ Landlord may have right of first refusal •Toys R Us’ bankruptcy case provides significant examples of process 1 9
  20. 20. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SECTION 503(B)(9) CLAIMS Administrative Expense Claims • Bankruptcy Code Section 507(a)(2) creates a new category of “administrative expenses” entitled to priority of payment. • Under this category, a debtor must pay, after notice and hearing, the value of goods received by the debtor within 20 days before the Petition Date that were sold to the debtor in the ordinary course of its business. ▪ The term “received by” has created much litigation. Courts have ultimately concluded that a debtor must have physical possession of the goods. • Section 503(b)(9) claims can be particularly burdensome for retailers who order/receive high volumes of inventory within the 20-day period prior to the Petition Date. ▪ Strategic issue on building pre-petition inventory ▪ Must be paid if full in order for a debtor to confirm a plan of reorganization 2 0
  21. 21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe RECLAMATION RIGHTS Bankruptcy Code Section 546(c) • Sellers are allowed to reclaim goods sold within 45 days of the Petition Date to an insolvent debtor in the ordinary course of the seller’s business, “subject to the prior rights of a holder of a security interest” in the goods (or the proceeds thereof). • To reclaim the goods, a seller must make a written reclamation demand: • not later than 45 days after the debtor received the goods; or • not later than 20 days after the Petition Date, if the 45-day period expires after the Petition Date. • Even if a seller fails to make the required reclamation demand, it may still have a Section 503(b)(9) claim. 2 1
  22. 22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CONSIGNMENT UCC Article 9 • U.C.C. § 9-102(a)(20): Consignment is an arrangement where a vendor (the consignor) delivers goods to buyer (the consignee) for the purpose of sale. ▪ This transaction alone does not create a security interest in the consigned property. • Perfecting Interest in Consigned Property ▪ Under a written consignment agreement, (1) the consignee will grant a security interest to consignor; (2) the consignor retains title and ownership of the goods until they are sold; and (3) the consignee bears the risk of loss. ▪ Prior to shipment of the consigned goods, the consignor: ➢ files a UCC-1 financing statement; and ➢ sends written notice to all parties with liens on the consignee’s inventory. • Consigned goods must be segregated from other goods. • If the consignee files for bankruptcy before the consignor’s interest is properly perfected, the consignor may only hold a general unsecured claim and no ownership interest in the consigned goods. 2 2
  23. 23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CONSIGNMENT (cont’d) UCC Article 9 Competing interests in consigned goods often arises. •Trustee/DIP ▪ UCC § 9-317(a): A security interest can be subordinated to the rights of a person that becomes a lien creditor before the earlier of the time the security interest is perfected. ▪ UCC § 9-102(52): The definition of “lien creditor” includes a trustee in bankruptcy. •Secured Lender ▪ A secured lender typically holds a “blanket lien” on all of a debtor's assets. ▪ UCC § 9-319: “while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.” ▪ Thus, a debtor-consignee may transfer to any creditor a security interest in such consigned goods. 2 3
  24. 24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CRITICAL VENDORS • Debtors typically seek authority to pay prepetition claims of certain vendors that are essential to a debtor’s continued operations in its first day motions. Without such payment, these vendors would cease business relations with the debtor. ▪ Critical vendor criteria includes: sole/limited source or high volume suppliers; lack of alternative suppliers; holders/fulfillers of large orders at risk of loss on nonpayment; and suppliers with the ability/likelihood to refuse performance if not paid ▪ 11 U.S.C. §§ 105(a), 363(b), 503(b)(9), 1107(a) and 1108 • Payment of prepetition claims is conditioned on the critical vendor’s execution of a trade agreement providing for: ▪ Continuance of the parties’ existing relationship on terms at least as favorable as prepetition practices and programs. ▪ Release of goods/assets owned by a debtor in transit or in the vendor’s possession. • If a critical vendor fails to comply with the trade agreement, payments to that vendor may be deemed unauthorized postpetition transfers under Bankruptcy Code Section 549 and a debtor may: ▪ Seek recovery of the payments; or ▪ Apply the payments against any administrative claim of the vendor. 2 4
  25. 25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WARN ACT • The Workers Adjustment and Retraining Notification (“WARN”) Act requires certain employers to provide 60 days’ advanced notice of plant closings or mass layoffs to affected employees. • Violation of the WARN Act can expose a debtor to costly liability for employee back pay ▪ Priority status for WARN Act claims • California WARN Act ▪ Provides greater protection to employees than under the federal act ➢ “Mass layoff” is defined as 50 employees ➢ No exception for unforeseeable business circumstances 2 5
  26. 26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MANAGEMENT & EMPLOYEE COMP • A debtor will typically seek authority to pay employee wages, salaries, and benefits • Debtors often seek to pay management bonuses to maintain goodwill and ensure continued services • Hard to reconcile significant management bonuses while laying off significant numbers of employees ▪ Political pressure ▪ See, e.g., Toys R Us, Sears, Payless 2 6
  27. 27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CUSTOMERS Gift Card/Loyalty Programs •A debtor will typically seek authority to honor prepetition gift cards and other loyalty programs in its first day motions to maintain goodwill and customer relationships. ▪ 11 U.S.C. §§ 105(a), 363(b), 503(b)(1) and 1107(a); “doctrine of necessity” •Difference between “reorganization” and “liquidation” cases •Limitations on time for gift cards? •State law violations for failing to honor? 2 7
  28. 28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe CUSTOMERS (cont’d) Consumer Privacy • Bankruptcy Code Section 101(41A) defines “personally identifiable information” or “PII.” • Bankruptcy Code Section 363(b) ▪ Generally, a debtor is not permitted to sell or lease PII if the debtor’s privacy policy or applicable nonbankruptcy law prohibits the transfer of PII to unaffiliated entities. ▪ Sale or lease may be permitted after the appointment of a consumer privacy ombudsman and court approval if: ➢ Due consideration of the facts, circumstances, and conditions of the sale or lease; and ➢ A finding that no showing was made that the sale or lease would violate applicable nonbankruptcy law. • Retailers retain PII in customer lists, loyalty programs, gift cards, and transaction data. ▪ May be valuable asset of a debtor’s estate 2 8
  29. 29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SALE OF IP AND BRAND • Intellectual Property = Valuable Estate Asset • Big trend to sell IP assets to restructure/relaunch the debtor through lower-cost platforms • 363 Auction required ▪ A debtor has a fiduciary duty to attempt to realize the highest and best price for any assets sold. ➢ Other potential purchasers may attempt to outbid the initial proposed purchaser when a debtor seeks an order to approve a prearranged sale of assets. ▪ A debtor may secure an initial bidder to act as a “stalking horse.” The stalking horse may be granted bidding protections such as: ➢ a bid cushion (an amount over and above his offer that must be reached before another bid can be accepted); or ➢ a break-up fee (an amount the initial bidder is paid if he is not successful in acquiring the assets) • See, e.g., Circuit City, Toys R Us, Sports Authority, etc. 2 9
  30. 30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WINDDOWN Going Out of Business (“GOB”) Sales • Debtors utilize bankruptcy court approved going out of business sales to liquidate inventory at closing locations. ▪ Bankruptcy court approved GOB Sales often allow debtors to avoid compliance with strict state laws and regulations for GOB Sales conducted outside of bankruptcy. ▪ GOB Sales are still subject to regulation by the bankruptcy court. For example, bankruptcy courts require honest advertising and compliance with regulations that affect public safety. ▪ GOB Sales must comply with some (but not all) applicable state laws. • The GOB Sales process can take up to 120 days to complete. ▪ Additional time may be required for planning, notice to parties in interest, and court approval. ▪ Consequently, the 210 day time limit for lease assumption and rejection under Bankruptcy Code Section 365(d)(4) may hinder the debtor’s ability to conduct successful GOB Sales before having to reject leases. ▪ Use of liquidators and sales to liquidators 3 0
  31. 31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WINDDOWN (cont’d) GOB Sale Agents • GOB Sales are conducted by an experienced agent selected through a competitive bidding process (i.e., Section 363 sale process). • Agency Agreement: A debtor and the agent will enter into an agreement governing the rights and obligations between the debtor and the agent. • Typically, the agent assumes the costs associated with the operation of stores during the GOB Sale process (including advertising, lease expenses, and payroll). 3 1
  32. 32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WINDDOWN (cont’d) Lease Issues and GOB Sales • Despite prohibitions and limitations on GOB Sales often present in leases, most courts allow GOB Sales to proceed notwithstanding such restrictions. • Landlords argue that courts should apply lease-related limits to GOB Sales. Common landlord concerns include: ▪ Duration of sale ▪ Hours of operation ▪ Maintenance of the premises ▪ Compliance with state law and mall/shopping center regulations ▪ Rent and lease obligations ▪ Advertising and signage ▪ Merchandise 3 2
  33. 33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DIP FINANCING ISSUES • Retail debtors are heavily dependent on the ability to maintain liquidity to fund operations (i.e., purchase inventory and pay employees and critical vendors) and expenses associated with a Chapter 11 case. Debtor- in-possession (“DIP”) financing often provides the resources for retail debtors to maintain this liquidity. • Issues commonly associated with DIP financing in retail bankruptcy cases: ▪ Short expiration of financing following the commencement of the case ▪ Typically include tough milestones or triggers pushing the debtor down a path of sale or reorganization as a result of the 210 day lease assumption and rejection period under Bankruptcy Code Section 365(d)(4) ➢ Debtors must quickly determine whether to reorganize or liquidate after filing ➢ Lenders may be incentivized to push liquidation for a more certain return on collateral ▪ Reduction in the advance rate if the case extends beyond a certain date ▪ Consignment and perfection of collateral 3 3
  34. 34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THE FACULTY 3 4
  35. 35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe THAD WILSON – ThadWilson@kslaw.com Thad Wilson is a partner in the Atlanta office of King & Spalding and a member of the firm’s Financial Restructuring practice. Thad has represented a broad spectrum of clients in financial restructuring, corporate and insolvency matters, including bankruptcy-related government investigations and appeals. He has represented debtors, secured and unsecured creditors, and other parties in interest in major Chapter 11 bankruptcy cases. Thad has substantial experience representing litigants in contested matters, adversary proceedings and other high stakes litigation in significant Chapter 11 bankruptcy cases and insolvency proceedings involving creditors’ rights, fraudulent transfers, and alter ego, as well as representing buyers and sellers of distressed assets in Chapter 11 bankruptcy proceedings. Thad is a member of the American Bankruptcy Institute, the Turnaround Management Association, the Atlanta Bar Association and the State Bar of Georgia. He is a founding member of the Atlanta chapter of the Turnaround Management Association NextGen organization and is the current president-elect of its board. In 2014, he was elected to the initial class of Barristers of the W. Homer Drake, Jr. Georgia Bankruptcy American Inn of Court, of which he is currently a member. Thad is a frequent lecturer on bankruptcy-related issues before bar groups and in continuing legal education programs. Thad has authored and co-authored numerous articles on bankruptcy-related topics and has been published in numerous publications. To read more, go to https://www.financialpoise.com/financialpoisewebinars/faculty/thaddeus-d-wilson/ 3 5
  36. 36. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LINDA ZAPPULLA – linda.zappulla@gmail.com Founder and Senior Consultant, Workshops and the Work. Linda has more than 25 years of marketing experience, working in and leading every marketing discipline for highly regarded consumer brands as well as start-up ventures. As founder and senior consultant with Workshops and the Work, she provides solutions to marketing needs of business, while teaching and mentoring their employees to enhance their marketing capabilities, and increase their engagement and retention. As Director of Brand Marketing at Payless ShoeSource, she provided cross-functional leadership, helping Payless deliver its new strategy to transition from a private label purveyor to become a House of Brands. Prior to joining Payless, Linda was Vice President of Marketing for Birch Telecom, a Kansas City based local telephone company. Prior to that she served in a number of strategic marketing and brand management functions for consumer products companies such as Revlon, Lenox China and Corning Glass. Linda received her MBA from the Harvard Graduate School of Business Administration, and her undergraduate degree from Barnard College. She is a Certified Mentor at SCORE, Kauffman FastTrac Alumna, volunteer with foreign exchange students, and President-elect at Congregation Beth Torah. 3 6
  37. 37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe NICK CAMPBELL – nick@wearemeru.com Nick Campbell, Co-Founder and Managing Partner, Meru Nick’s expertise is in transforming under-performing and distressed companies through operational and financial restructurings; including Chapter 11 and out-of-court restructurings. He specializes in formulating and evaluating strategic business plans and capital structures, identifying operational and organizational issues, and serving in interim management roles. His typical clients comprise of middle market companies with annualized revenues between $50 million and $2 billion. Nick’s experience spans the manufacturing, aerospace, technology, energy, education, construction, consumer packaged goods, transportation, homebuilding, retail, gaming, and financial services industries. Nick received his undergraduate degree and MBA from the University of Georgia. Nick is a Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Distressed Business Valuation (CDBV) designate. He has served as a Member of the Board of Directors for the Turnaround Management Association, Atlanta Chapter (TMA) and a member of the Association of Insolvency and Restructuring Advisors (AIRA). 3 7
  38. 38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DAVID LORRY – DLorry@versa.com Managing Director and Senior Counsel, Versa Capital Management LLC David S. Lorry is a Managing Director & Senior Counsel at Versa Capital Management, LLC in Philadelphia. Mr. Lorry has more than 20 years of business and legal experience advising clients in a range of industries, helping them solve a variety of business issues and execute business transactions. Mr. Lorry began his professional career as an attorney, practicing corporate, insolvency and commercial law for 7 years, after which he became an investment banker. Mr. Lorry has experience with bankruptcy, mergers and acquisitions, capital raising, commercial lending, general corporate transactions, and related matters. He received his undergraduate degree in from Duke University, cum laude, and earned his law degree from George Washington University National Law Center, with Honors. 3 8
  39. 39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 3 9
  40. 40. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT DailyDAC DailyDAC.com is the leading source of information about assignments, article 9, bankruptcy, receiverships, out-of-court workouts and vulture investing, designed for business owners and vulture investors. Visit us at www.dailydac.com. 4 0 Premium Public Notice Service DailyDAC’s Premium Public Notice Service helps market asset sales on behalf of fiduciaries (e.g., Chapter 11 debtors-in- possession and committees, trustees, receivers, assignees), secured lenders selling collateral under UCC Article 9, and auctioneers to a very large and self-selected group of potential bidders and their advisors. The Service also assists with noticing other events, deadlines, and milestones – including tombstones and other press releases. Our free weekly newsletter, DailyDAC contains our latest bankruptcy article, current Public Notices and all opportunistic deals added to our proprietary database that week. Sign up at: https://www.dailydac.com/dacyak-weekly-newsletter-signup/
  41. 41. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT FINANCIAL POISE DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. Its websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com. 4 1 Our free weekly newsletter, Financial Poise Weekly, educates readers about business, business law, finance, and investing. To receive it simply add yourself by going to: https://www.financialpoise.com/newsletter/ Email addresses are never sold to or shared with third parties.

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