ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford...

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ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll KPMG LLP Jamie G. Pierson FTI Consulting Lynette R. Warman Jenkens & Gilchrist PC VALUING A DISTRESSED BUSINESS: CONCEPTS EVERYONE NEEDS TO KNOW

Transcript of ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford...

Page 1: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

ABI 22nd ANNUAL SPRING MEETINGABI 22nd ANNUAL SPRING MEETING

April 17, 2004

William Q. Derrough Jefferies & Company, Inc.Sanford L. Edlein Glass & Associates Inc.Melissa K. Knoll KPMG LLPJamie G. Pierson FTI ConsultingLynette R. Warman Jenkens & Gilchrist PC

VALUING A DISTRESSED BUSINESS:

CONCEPTS EVERYONE NEEDS TO KNOW

Page 2: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUING A DISTRESSED BUSINESS VALUING A DISTRESSED BUSINESS

Foundation– The Business Plan – Business Plan Components

Valuation – Uses of valuation in bankruptcy– Basics, Approaches, Drivers– Issues to consider in distressed valuation– Art vs. Science– Subjectivity: where does it impact valuation methods?

Lessons Learned

Foundation– The Business Plan – Business Plan Components

Valuation – Uses of valuation in bankruptcy– Basics, Approaches, Drivers– Issues to consider in distressed valuation– Art vs. Science– Subjectivity: where does it impact valuation methods?

Lessons Learned

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VALUATION FOUNDATIONVALUATION FOUNDATION

The Business Plan

The plan comes first, then the capital structure and related valuation.

Plan components:– Management– Core business units– Projected financial results

The Business Plan

The plan comes first, then the capital structure and related valuation.

Plan components:– Management– Core business units– Projected financial results

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MANAGEMENTMANAGEMENT

Old management– Are they the same who put it in the ditch?– Are they capable of operating under the revised operating

structure?– What is their end game and reward?– Motivations

New management– Can they achieve their goals and objectives?– What is their end game and reward?– Motivations

Old management– Are they the same who put it in the ditch?– Are they capable of operating under the revised operating

structure?– What is their end game and reward?– Motivations

New management– Can they achieve their goals and objectives?– What is their end game and reward?– Motivations

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CORE BUSINESSCORE BUSINESS

What business or segments are part of the on going business?

What has changed given the bankruptcy?– Products– Services– Cost– Operating processes

What external factors must be considered?– Competition

Strengths/weaknesses– Long-term dynamics

Production shifting offshore? Currency /interest rate outlook Commodity prices Trade policies

What business or segments are part of the on going business?

What has changed given the bankruptcy?– Products– Services– Cost– Operating processes

What external factors must be considered?– Competition

Strengths/weaknesses– Long-term dynamics

Production shifting offshore? Currency /interest rate outlook Commodity prices Trade policies

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PROJECTED RESULTSPROJECTED RESULTS

Review and challenge basic assumptions:– Revenue– Operating results– EBITDA– Free cash flow– Working capital and the balance sheet– Past performance vs. projected future performance

Other– Market Share– What do projections imply? Realistic?– The telecom conundrum: 100 companies cannot each achieve 5% market share

Review and challenge basic assumptions:– Revenue– Operating results– EBITDA– Free cash flow– Working capital and the balance sheet– Past performance vs. projected future performance

Other– Market Share– What do projections imply? Realistic?– The telecom conundrum: 100 companies cannot each achieve 5% market share

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USES OF VALUATION IN BANKRUPTCYUSES OF VALUATION IN BANKRUPTCY

Secured Creditor Issues

Adequate protection (Section 361) – Relief from the automatic stay (Section 362)– Use, sale or lease of property – cash collateral (Section 363)– Obtaining credit – priming (Section 364)

Claim determination– Secured versus unsecured (Section 506)– Recourse versus non-recourse (Section 1111(b))

Secured Creditor Issues

Adequate protection (Section 361) – Relief from the automatic stay (Section 362)– Use, sale or lease of property – cash collateral (Section 363)– Obtaining credit – priming (Section 364)

Claim determination– Secured versus unsecured (Section 506)– Recourse versus non-recourse (Section 1111(b))

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USES OF VALUATION IN BANKRUPTCYUSES OF VALUATION IN BANKRUPTCY

Plan of Reorganization– Feasibility– Recovery for various creditor classes (i.e. “dividing up the

pie”) – New equity contribution – Cram down – fair and equitable – Best interests test – liquidation value

Sale of Assets (Section 363)

Plan of Reorganization– Feasibility– Recovery for various creditor classes (i.e. “dividing up the

pie”) – New equity contribution – Cram down – fair and equitable – Best interests test – liquidation value

Sale of Assets (Section 363)

Page 9: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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USES OF VALUATION IN BANKRUPTCYUSES OF VALUATION IN BANKRUPTCY

Accounting Treatment– SOP 90-7: Fresh start accounting – reorganization value– FAS 142: Goodwill and other intangible assets– FAS 144: Impairment or disposal of long-lived assets

Recovery Actions - Solvency Analysis– Preferences (Section 547)– Fraudulent conveyances (Section 548 and 544)– Reclamation (Section 546)

Accounting Treatment– SOP 90-7: Fresh start accounting – reorganization value– FAS 142: Goodwill and other intangible assets– FAS 144: Impairment or disposal of long-lived assets

Recovery Actions - Solvency Analysis– Preferences (Section 547)– Fraudulent conveyances (Section 548 and 544)– Reclamation (Section 546)

Page 10: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATION – INTRODUCTIONVALUATION – INTRODUCTION

General Premise

Present value of future benefits Investor should only pay what one thinks benefits are worth

given a rate of return Rate of return varies depending on type of investor, asset,

risk, etc. Enterprise Approach vs. Equity Approach

General Premise

Present value of future benefits Investor should only pay what one thinks benefits are worth

given a rate of return Rate of return varies depending on type of investor, asset,

risk, etc. Enterprise Approach vs. Equity Approach

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VALUATIONVALUATIONDistribution Of Cash Flow Among ConstituentsDistribution Of Cash Flow Among Constituents

Government

Lenders

PreferredShareholders

Company

EBIT

EBT

Earnings

CommonShareholders

$Interest

$Dividends

$Taxes

Dividends $

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VALUATIONVALUATION

How Do You Calculate Enterprise Value?How Do You Calculate Enterprise Value?

($ in millions, except share price)

Fully Diluted Shares 100.0

Share price $20.00

Market Value of Equity $2,000.0

plus: Total Debt (book) 1,500.0less: Converted Debt <0.0>plus: Preferred Stock 200.0less: Converted Preferred <0.0>less: Cash & Cash Equivalents <100.0>plus: Minority Interest in Subsidiaries0.0

Enterprise Value $3,600.0

HYPOTHETICAL COMPANY, INC.

Page 13: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATIONVALUATION

Theories Behind Premiums and DiscountsTheories Behind Premiums and Discounts

Maximum value attributable to a strategic buyer

Sale valueMBOLBO

IPOPublic trading

Non-public stock

Premium for control

Minority interest discount

Discount for lack of marketability

Premium for strategic value / synergies

Controlling interest value

Minority interest value

($ in millions, except share price)

Fully Diluted Shares 100.0

Share price $20.00

Market Value of Equity $2,000.0

plus: Total Debt (book) 1,500.0

less: Converted Debt 0.0

plus: Preferred Stock 200.0

less: Converted Preferred 0.0

less: Cash & Cash Equivalents 100.0

plus: Minority Interest in Subs 0.0

Enterprise Value $3,600.0Discount for lack of marketability / liquidity[NYSE vs. OTC:BB]

Non-Marketable Minority

Value

Marketable Minority

Value

Controlling InterestValue

Investment Value

Page 14: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATIONVALUATION

Approaches

Market approach– Comparable company – marketable minority basis– Transaction – controlling basis

Discounted Cash Flow (“DCF”) approach

Liquidation / Asset approach

Approaches

Market approach– Comparable company – marketable minority basis– Transaction – controlling basis

Discounted Cash Flow (“DCF”) approach

Liquidation / Asset approach

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VALUATIONVALUATION

Drivers Quantitative characteristics

– Cash flow– Profitability– Growth (historical and projected)– Size – Reinvestment– Liquidity– Capitalization / leverage – financial flexibility– Fixed charge coverage– Activity ratios (e.g. asset and inventory turnover,

accounts receivable and accounts payable DSO, ROI, ROE, etc.)

Drivers Quantitative characteristics

– Cash flow– Profitability– Growth (historical and projected)– Size – Reinvestment– Liquidity– Capitalization / leverage – financial flexibility– Fixed charge coverage– Activity ratios (e.g. asset and inventory turnover,

accounts receivable and accounts payable DSO, ROI, ROE, etc.)

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VALUATIONVALUATION

Drivers (cont.) Qualitative characteristics

– Quality and depth of management – Customer and vendor concentration– Industry dynamics [Market share, competition, raw

materials/commodities]– Company’s position / reputation in the industry– Diversification

Product offering Geography

– Vendor relationships– Seasonality / cyclicality– Power over vendors / customers– Ability to expand– Emergence / intensification of foreign competition

Drivers (cont.) Qualitative characteristics

– Quality and depth of management – Customer and vendor concentration– Industry dynamics [Market share, competition, raw

materials/commodities]– Company’s position / reputation in the industry– Diversification

Product offering Geography

– Vendor relationships– Seasonality / cyclicality– Power over vendors / customers– Ability to expand– Emergence / intensification of foreign competition

Page 17: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATIONVALUATIONIssues to Consider in Distressed Valuation

Is it financial or operational distress?– Operational distress much more difficult to rectify

Reliance on the DCF approach versus the market – “Reasonable” projection assumptions – “Hockey stick” projections – Percentage of value from terminal period– Unreliability of using beta for calculation of equity cost of capital – Capital structure – general reduction in debt as a component of the capital

structure– If top line growth, how achieve results and are the cash expenses / expenditures

included in the projections? Increased capx Increased R&D Increased marketing

Issues to Consider in Distressed Valuation

Is it financial or operational distress?– Operational distress much more difficult to rectify

Reliance on the DCF approach versus the market – “Reasonable” projection assumptions – “Hockey stick” projections – Percentage of value from terminal period– Unreliability of using beta for calculation of equity cost of capital – Capital structure – general reduction in debt as a component of the capital

structure– If top line growth, how achieve results and are the cash expenses / expenditures

included in the projections? Increased capx Increased R&D Increased marketing

Page 18: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATIONVALUATIONIssues to Consider in Distressed Valuation (cont.)

Subjectivity – Discount to public multiples– Inclusion of small cap premium and company specific risk in cost of equity – Normalization of representative cash flows – often only way to get to positive

earnings metrics

Inclusion of net operating losses (“NOLs”) – limited by cancellation of debt (“COD”) income and change of control provisions of the Internal Revenue Code

Inclusion of other non-operating assets (real estate, plants, facilities that have been previously closed)

Judges’ / courts’ recent decisions regarding valuations and the application of subjectivity (e.g. Exide)

Issues to Consider in Distressed Valuation (cont.)

Subjectivity – Discount to public multiples– Inclusion of small cap premium and company specific risk in cost of equity – Normalization of representative cash flows – often only way to get to positive

earnings metrics

Inclusion of net operating losses (“NOLs”) – limited by cancellation of debt (“COD”) income and change of control provisions of the Internal Revenue Code

Inclusion of other non-operating assets (real estate, plants, facilities that have been previously closed)

Judges’ / courts’ recent decisions regarding valuations and the application of subjectivity (e.g. Exide)

Page 19: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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VALUATION: ART VS. SCIENCEVALUATION: ART VS. SCIENCE

Judge Carey’s opinion in Exide Technologies clearly stated preference for minimizing subjectivity

Does this mean valuation is a pure science? Can you just input numbers into formulas?

NO!

Subjectivity and judgment are often required, but must be grounded in analysis, reason and contextual considerations

Judge Carey’s opinion in Exide Technologies clearly stated preference for minimizing subjectivity

Does this mean valuation is a pure science? Can you just input numbers into formulas?

NO!

Subjectivity and judgment are often required, but must be grounded in analysis, reason and contextual considerations

Page 20: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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WHERE DOES SUBJECTIVITY IMPACT VALUATION MOST?WHERE DOES SUBJECTIVITY IMPACT VALUATION MOST?

Discounted Cash Flow Analysis– Discount rate used

Cost of equity Cost of debt

Terminal Value Multiple chosen

- Based on market comparables? - Choosing time to sell –buy low, sell high

Market Comparables and M&A– Period for analysis (LTM, Projected)– Choice of comparables

Size, Business, Competitors not Comparables

Choice of M&A Comps How do you look back? “Perfect” comps?

Discounted Cash Flow Analysis– Discount rate used

Cost of equity Cost of debt

Terminal Value Multiple chosen

- Based on market comparables? - Choosing time to sell –buy low, sell high

Market Comparables and M&A– Period for analysis (LTM, Projected)– Choice of comparables

Size, Business, Competitors not Comparables

Choice of M&A Comps How do you look back? “Perfect” comps?

Page 21: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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LESSONS LEARNED FROM EXIDELESSONS LEARNED FROM EXIDE

A company’s expected improvement in performance must be considered (LTM results vs. Projected)

Adjustments (discounts / premiums) to results of analysis must be explainable and based in some reason / fact

Consideration of macro and micro economic drivers is appropriate, but application of adjustments must be understandable– Currency, commodities, GNP, etc.

“Lack of liquidity” due to Chapter 11 may not be used to discount value

Supports Traditional Investment Banking Valuation Theory– Art vs. science– Consideration of unquantifiable qualitative issues

Subjective, yet reasonable and supportable adjustments

A company’s expected improvement in performance must be considered (LTM results vs. Projected)

Adjustments (discounts / premiums) to results of analysis must be explainable and based in some reason / fact

Consideration of macro and micro economic drivers is appropriate, but application of adjustments must be understandable– Currency, commodities, GNP, etc.

“Lack of liquidity” due to Chapter 11 may not be used to discount value

Supports Traditional Investment Banking Valuation Theory– Art vs. science– Consideration of unquantifiable qualitative issues

Subjective, yet reasonable and supportable adjustments

Page 22: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

SPEAKER BIOGRAPHIESSPEAKER BIOGRAPHIES

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WILLIAM Q. DERROUGHWILLIAM Q. DERROUGHManaging Director & Co-head of Recapitalization & Restructuring Group - Jefferies & Company, Inc.

520 Madison Ave., 12th Fl.New York, NY [email protected]

Bill Derrough is Managing Director, co-head of Jefferies’ Recapitalization and Restructuring Group and head of the firm’s New York Investment Banking office. At Jefferies, he works with a diverse group of clients and investors in a wide range of industries. Since joining Jefferies in early 1998, he has been actively involved in restructurings, recapitalizations, financings, mergers, acquisitions, divestitures, asset sales and other transactions. His practice is particularly focused on providing creative non-bankruptcy solutions to balance sheet and liquidity problems through exchange offers, refinancings and other capital market driven solutions. Since 1988, he has personally led the restructurings of over $30 billion in liabilities on behalf of companies, creditors and other investors.

Prior to joining Jefferies, Mr. Derrough was Principal with the private investment firm of Doyle & Boissiere where he focused on distressed investments. Prior to Doyle & Boissiere, Mr. Derrough was Senior Vice President of Chanin and Company, where he led a number of complex restructuring and M&A transactions. Prior to Chanin, Mr. Derrough worked at Salomon Brothers on numerous finance and merger transactions for a wide variety of companies in retailing.Mr. Derrough has serves as a Director of Strategic Partners, Inc., and was the bondholder representative on the Board of Directors of Scott Cable Communications.

Managing Director & Co-head of Recapitalization & Restructuring Group - Jefferies & Company, Inc.

520 Madison Ave., 12th Fl.New York, NY [email protected]

Bill Derrough is Managing Director, co-head of Jefferies’ Recapitalization and Restructuring Group and head of the firm’s New York Investment Banking office. At Jefferies, he works with a diverse group of clients and investors in a wide range of industries. Since joining Jefferies in early 1998, he has been actively involved in restructurings, recapitalizations, financings, mergers, acquisitions, divestitures, asset sales and other transactions. His practice is particularly focused on providing creative non-bankruptcy solutions to balance sheet and liquidity problems through exchange offers, refinancings and other capital market driven solutions. Since 1988, he has personally led the restructurings of over $30 billion in liabilities on behalf of companies, creditors and other investors.

Prior to joining Jefferies, Mr. Derrough was Principal with the private investment firm of Doyle & Boissiere where he focused on distressed investments. Prior to Doyle & Boissiere, Mr. Derrough was Senior Vice President of Chanin and Company, where he led a number of complex restructuring and M&A transactions. Prior to Chanin, Mr. Derrough worked at Salomon Brothers on numerous finance and merger transactions for a wide variety of companies in retailing.Mr. Derrough has serves as a Director of Strategic Partners, Inc., and was the bondholder representative on the Board of Directors of Scott Cable Communications.

Page 24: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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SANFORD R. EDLEINSANFORD R. EDLEINPrincipal – Glass & Associates

Mr. Edlein has been an owner and entrepreneur as well as a consultant and senior executive for privately held and public companies for more than 30 years. He has a consistent track record in the design, development and implementation of cost-containment and revenue-enhancement strategies and has assisted a wide range of companies in financial and operating matters, corporate governance, crisis management, and mergers and acquisitions. Mr. Edlein has served on the boards of directors of several public and private companies He was the recipient of the 2001Turnaround of the Year award from the Turnaround Management Association and is a past president of the Dallas Chapter of TMA and currently serves on the ABI Board of Directors. 

PROFESSIONAL EXPERIENCE

Prior to joining Glass & Associates as a principal in 1999, Mr. Edlein had been a principal with The PWS Group and president and CEO of his own consulting firm. In addition to having served as CEO,COO and CRO of several public and private companies, he was a practicing CPA for many years including five years as the managing partner of the Boston office of Grant Thornton, LLP. Mr. Edlein has extensive experience in a broad variety of situations and industries, including continuing education, distribution, family entertainment centers, franchising, golf course management, golf products and sporting goods, health services, technology, manufacturing, moving and relocation services, oil pipeline and storage, professional services, professional sports teams, property management, real estate, retail, security systems, software, and trading.

EDUCATION / PROFESSIONAL AFFILIATIONS

BBA, Accounting, City College of New YorkCertified Public AccountantCertified Turnaround Professional

Principal – Glass & Associates

Mr. Edlein has been an owner and entrepreneur as well as a consultant and senior executive for privately held and public companies for more than 30 years. He has a consistent track record in the design, development and implementation of cost-containment and revenue-enhancement strategies and has assisted a wide range of companies in financial and operating matters, corporate governance, crisis management, and mergers and acquisitions. Mr. Edlein has served on the boards of directors of several public and private companies He was the recipient of the 2001Turnaround of the Year award from the Turnaround Management Association and is a past president of the Dallas Chapter of TMA and currently serves on the ABI Board of Directors. 

PROFESSIONAL EXPERIENCE

Prior to joining Glass & Associates as a principal in 1999, Mr. Edlein had been a principal with The PWS Group and president and CEO of his own consulting firm. In addition to having served as CEO,COO and CRO of several public and private companies, he was a practicing CPA for many years including five years as the managing partner of the Boston office of Grant Thornton, LLP. Mr. Edlein has extensive experience in a broad variety of situations and industries, including continuing education, distribution, family entertainment centers, franchising, golf course management, golf products and sporting goods, health services, technology, manufacturing, moving and relocation services, oil pipeline and storage, professional services, professional sports teams, property management, real estate, retail, security systems, software, and trading.

EDUCATION / PROFESSIONAL AFFILIATIONS

BBA, Accounting, City College of New YorkCertified Public AccountantCertified Turnaround Professional

Page 25: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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MELISSA K. KNOLLMELISSA K. KNOLLPartner, KPMG LLP

Melissa Kibler Knoll is a partner in the Corporate Recovery practice of KPMG LLP in the Chicago office. Ms. Knoll has over thirteen years of experience providing accounting and financial advisory services in a variety of industries to companies, secured lenders, unsecured creditors and other parties in bankruptcies, restructurings, turnarounds and related litigation. Ms. Knoll has recently lead engagement teams in large, complex restructurings including Kmart Corporation (unsecured creditors’ committee), Bethlehem Steel Corporation (unsecured creditors’ committee), The Warnaco Group (pre-petition bank group), Capital Consultants LLC (receiver), The Singer Company (unsecured creditors’ committee), Iridium (debtor), and companies involved in out-of-court restructurings in the steel, healthcare, distribution and other industries.

Ms. Knoll joined KPMG LLP in June of 1999. Ms. Knoll is a Certified Public Accountant and has passed the Certified Turnaround Professional and the Certified Insolvency and Restructuring Advisor examinations. She is the co-chair of the American Bankruptcy Institute Young and New Members Committee and a former board member and treasurer of the Turnaround Management Association Northwest Chapter. Other professional and business affiliations include the Association of Insolvency and Restructuring Advisors, International Women’s Insolvency & Restructuring Confederation, American Institute of Certified Public Accountants and the Illinois CPA Society. Ms. Knoll earned her Bachelor of Business Administration summa cum laude from Texas A&M University and earned her Master of Business Administration, graduating first in her class, from Southern Methodist University. She is a frequent speaker regarding bankruptcy and restructuring topics.

Partner, KPMG LLP

Melissa Kibler Knoll is a partner in the Corporate Recovery practice of KPMG LLP in the Chicago office. Ms. Knoll has over thirteen years of experience providing accounting and financial advisory services in a variety of industries to companies, secured lenders, unsecured creditors and other parties in bankruptcies, restructurings, turnarounds and related litigation. Ms. Knoll has recently lead engagement teams in large, complex restructurings including Kmart Corporation (unsecured creditors’ committee), Bethlehem Steel Corporation (unsecured creditors’ committee), The Warnaco Group (pre-petition bank group), Capital Consultants LLC (receiver), The Singer Company (unsecured creditors’ committee), Iridium (debtor), and companies involved in out-of-court restructurings in the steel, healthcare, distribution and other industries.

Ms. Knoll joined KPMG LLP in June of 1999. Ms. Knoll is a Certified Public Accountant and has passed the Certified Turnaround Professional and the Certified Insolvency and Restructuring Advisor examinations. She is the co-chair of the American Bankruptcy Institute Young and New Members Committee and a former board member and treasurer of the Turnaround Management Association Northwest Chapter. Other professional and business affiliations include the Association of Insolvency and Restructuring Advisors, International Women’s Insolvency & Restructuring Confederation, American Institute of Certified Public Accountants and the Illinois CPA Society. Ms. Knoll earned her Bachelor of Business Administration summa cum laude from Texas A&M University and earned her Master of Business Administration, graduating first in her class, from Southern Methodist University. She is a frequent speaker regarding bankruptcy and restructuring topics.

Page 26: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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JAMIE G. PIERSONJAMIE G. PIERSONManaging Director – FTI Consulting

Mr. Pierson is a Managing Director in the Dallas office of FTI’s Corporate Finance Practice where he concentrates on lender representation. Mr. Pierson’s expertise encompasses both in- and out-of-court restructurings which include debt capacity and capital structuring analysis, minority and change of control valuations, liquidation and recovery analysis, fairness opinions, solvency opinions, leveraged transaction analysis and merger and acquisition advisory. Mr. Pierson has also represented both secured and unsecured creditors in the 363 disposition process.

Prior to joining FTI, Mr. Pierson was with a boutique investment bank that raised private equity for public companies. Previously, Mr. Pierson was with the investment bank of Houlihan Lokey Howard & Zukin where he valued publicly traded and privately held companies, authored private placement memorandums and modeled complex change of control transactions including solvency opinions and leveraged buyouts.

EDUCATION / PROFESSIONAL AFFILIATIONS

M.B.A., University of Texas at Austin - concentrations in Finance and Entrepreneurship, 1997B.B.A., University of Texas at Austin - concentrations in Finance and Accounting, 1992

Association of Insolvency and Restructuring Advisors, MemberTurnaround Management Association, MemberAmerican Bankruptcy Institute, Member

Managing Director – FTI Consulting

Mr. Pierson is a Managing Director in the Dallas office of FTI’s Corporate Finance Practice where he concentrates on lender representation. Mr. Pierson’s expertise encompasses both in- and out-of-court restructurings which include debt capacity and capital structuring analysis, minority and change of control valuations, liquidation and recovery analysis, fairness opinions, solvency opinions, leveraged transaction analysis and merger and acquisition advisory. Mr. Pierson has also represented both secured and unsecured creditors in the 363 disposition process.

Prior to joining FTI, Mr. Pierson was with a boutique investment bank that raised private equity for public companies. Previously, Mr. Pierson was with the investment bank of Houlihan Lokey Howard & Zukin where he valued publicly traded and privately held companies, authored private placement memorandums and modeled complex change of control transactions including solvency opinions and leveraged buyouts.

EDUCATION / PROFESSIONAL AFFILIATIONS

M.B.A., University of Texas at Austin - concentrations in Finance and Entrepreneurship, 1997B.B.A., University of Texas at Austin - concentrations in Finance and Accounting, 1992

Association of Insolvency and Restructuring Advisors, MemberTurnaround Management Association, MemberAmerican Bankruptcy Institute, Member

Page 27: ABI 22nd ANNUAL SPRING MEETING April 17, 2004 William Q. Derrough Jefferies & Company, Inc. Sanford L. Edlein Glass & Associates Inc. Melissa K. Knoll.

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LYNETTE R. WARMANLYNETTE R. WARMANManaging Director – Jenkins & Gilchrist PC

Lynnette R. Warman is a shareholder in the Bankruptcy and Reorganization Section of the law firm of Jenkens & Gilchrist, a Professional Corporation. Ms. Warman received a Bachelor of Arts degree in Political Science from the University of Nebraska Omaha. She graduated magna cum laude from the Creighton School of Law.

Ms. Warman is admitted to practice in the State of Texas, the United States Court of Appeals for the Fifth Circuit and each of the four federal judicial districts in Texas. She is a longstanding member of the American Bankruptcy Institute ("ABI"), where she currently serves as a Director, and formerly served as the co chairperson of the Unsecured Trade Creditors’ Committee, the Dallas Bar Association, the Dallas Bankruptcy Bar, the American Bar Association, and the Litigation and Business Law sections of the American Bar Association. She is a former member of the Turnaround Management Association, for which she served as the secretary of the local chapter for two years.

Ms. Warman’s practice includes representing unsecured creditors' committees, secured and unsecured creditors, and debtors in Chapter 11 reorganizations and restructures. Ms. Warman frequently authors articles dealing with credit issues for publication in national credit publications. She is also a frequent speaker to various national credit groups, and often teaches in seminars on varied topics relating to credit professionals, chapter 11 reorganizations and corporate restructures.

Managing Director – Jenkins & Gilchrist PC

Lynnette R. Warman is a shareholder in the Bankruptcy and Reorganization Section of the law firm of Jenkens & Gilchrist, a Professional Corporation. Ms. Warman received a Bachelor of Arts degree in Political Science from the University of Nebraska Omaha. She graduated magna cum laude from the Creighton School of Law.

Ms. Warman is admitted to practice in the State of Texas, the United States Court of Appeals for the Fifth Circuit and each of the four federal judicial districts in Texas. She is a longstanding member of the American Bankruptcy Institute ("ABI"), where she currently serves as a Director, and formerly served as the co chairperson of the Unsecured Trade Creditors’ Committee, the Dallas Bar Association, the Dallas Bankruptcy Bar, the American Bar Association, and the Litigation and Business Law sections of the American Bar Association. She is a former member of the Turnaround Management Association, for which she served as the secretary of the local chapter for two years.

Ms. Warman’s practice includes representing unsecured creditors' committees, secured and unsecured creditors, and debtors in Chapter 11 reorganizations and restructures. Ms. Warman frequently authors articles dealing with credit issues for publication in national credit publications. She is also a frequent speaker to various national credit groups, and often teaches in seminars on varied topics relating to credit professionals, chapter 11 reorganizations and corporate restructures.