Virtual - Zoom
Topic: Capitalizing on Distressed Opportunities – Strategies to Value and Finance Your Distressed M&A Deal in these Unprecedented Times
“Distressed” is not a four-letter word. With many companies in distress these days, there are opportunities for buyers, and business owners with the right partners, to capitalize on these unprecedented times. This webinar consists of panelists that have decades of experience working with distressed companies and distressed M&A. The panelists will discuss some options for businesses in distress, unique aspects of distressed M&A, and considerations to properly value and finance your deal. Within the limited time allotted you will become familiar with key concepts and options that will better enable you to capitalize on distressed opportunities.
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Carollynn H.G. Callari has twenty years of corporate and bankruptcy law experience. She was formerly with AmLaw 100 law firms Willkie Farr & Gallagher LLP and Venable LLP.
She is a general corporate advisor to her clients, providing counsel on day-to-day legal issues, acquisitions and commercial agreements. She serves as outside general counsel to portfolio companies and helps clients implement growth and turnaround strategies. Ms. Callari also has extensive experience in sophisticated business reorganization and restructuring matters, working across the full spectrum of Chapter 11 cases as well as counseling parties in workouts and restructuring matters conducted outside of judicial settings, and general commercial transactions. She has represented debtors in a number of large bankruptcy cases including retailers, such as The Hechinger Company, Frank's Nursery & Crafts, Petrie Retail, Inc., and Winkelman's and manufacturers such as Werner Holding Co (DE) Inc. In representing energy provider PG&E National Energy Group, she helped direct prepetition negotiations with creditors representing more than $2 billion in debt to facilitate the debtor filing bankruptcy with a prenegotiated plan. She also was instrumental in the prepetition and postpetition sale processes of telecommunications company XO Communications, Inc., which resulted in competing offers and entry into an $800 million investment agreement.
She represents various sized private equity groups in connection with investments in distressed companies. Recently, she represented a purchaser in a $365 million bankruptcy acquisition while also representing a client in a $5 million investment transaction. She advises multi-million dollar corporations in connection with strategic corporate planning and business transactions.
Ms. Callari has handled numerous auctions involving the disposition of fee owned properties and more than 500 real property leases and has managed the claims objection and reconciliation process for thousands of claims.
She advises borrowers and lenders in connection with distressed loans.
Ms. Callari also represents investors and creditors (including secured lenders, trade creditors, landlords, indenture trustees, ad hoc committees and other interested parties) in Chapter 11 cases, such as Extended Stay Inc., General Growth Properties, Lehman Brothers Holdings Inc., US Mortgage Corp., Global Crossing Ltd., Teleglobe Communications Corporations, Worldwide Direct Inc., Alliant Protection Services Inc., Access Cardiosystems Inc., A&P and Borders Inc.
Ms. Callari is an Executive Director and a board member of the New York Chapter of Opus Connect, a private equity networking organization. For several years she served as an adjunct instructor at New York University's School of Continuing and Professional Studies, teaching a workouts, restructurings and bankruptcy course. She is a speaker at conferences addressing corporate bankruptcy issues and investments in distressed assets. Ms. Callari is also a qualified bankruptcy mediator having completed the American Bankruptcy Institute 40-hour bankruptcy mediation program at St. John's University School of Law.
Daniel Arnold joined Hilco Global in 2012 and currently serves as a Senior Vice President at Hilco Global where he is responsible for business development that leverages the entire platform of solutions across all asset classes and sectors. Additionally, Dan works collaboratively with key executives in several of the holding company operating units including Hilco Real Estate, Hilco Valuation Services, Hilco Receivables, Hilco Industrial, and Hilco Merchant Resources.
Prior to joining Hilco, Dan built a strong reputation as a highly regarding financial analyst in the commercial banking sector. He has served as an Associate Director in the Equity Research Department of Sandler O’Neill + Partners, L.P., a boutique investment bank in both New York and Chicago. His coverage focused on regional banks and thrifts. Dan has a deep understanding of how to properly structure and execute transactions to achieve the best possible outcome for his clients.
In 2010, the Financial Times/StarMine recognized Dan as the No. 1 analyst in the Commercial Bank sector. He has been frequently quoted in media outlets such as The Wall Street Journal, Bloomberg, and American Banker.
Dan holds a Bachelor of Science in Applied Economics and Management from Cornell University. He currently lives in Highland Park, IL with his wife and two daughters.
Jared Grigg has more than 20 years of experience as a lender to non-investment grade companies. Mr. Grigg is a Managing Director at Crystal Financial and is principally focused on relationship management, deal origination and business development activities. Jared is also involved in the structuring, underwriting and management of investments for the firm.
Crystal Financial is a direct lender that provides senior secured debt capital to sponsored and non-sponsored companies. The firm will act as the sole lender to a company, as a participant in a club syndication or in conjunction with banks or other lenders in a company’s capital structure. Crystal seeks to hold a minimum of $20 million and can hold up to $125 million per investment. The firm underwrites both senior and junior secured asset-based and cash flow financings to best meet the business objectives of a company. Crystal is client-centric and works with both performing companies and companies that have some form of operational or capital structure stress or distress.
Prior to joining Crystal Financial, Mr. Grigg was a founding member of the direct lending strategy at Comvest Partners, a private equity and credit investor that currently manages $3.6 billion in assets. Mr. Grigg began his career in investment banking as part of the financial sponsors and leveraged finance groups at Deutsche Bank and UBS.
Jared earned a Bachelor of Arts degree with a major in Economics from Carleton College. He lives in the Bay Area with his wife, two children and Disco the dog.
Jason Whitt is the President and Managing Director of Sand River Capital Advisors LLC (“Sand River”), a boutique advisory firm providing middle market consulting and advisory services to corporations, private equity firms, independent sponsors and family offices.
In its special situations practice, Sand River advises borrowers, lenders and financial sponsors on value-maximizing strategies to expedite and enhance a consensual or non-consensual restructuring process. Using a consultative approach, Sand River seeks to assist stakeholders in developing a common framework for negotiation by using time-tested approaches to identify and understand enterprise value and asset value so as to foster a constructive dialogue between borrowers, lenders and other stakeholders in their exploration of advantages and disadvantages of various strategic alternatives including assets sales, merger scenarios, sources of additional equity and debt financing alternatives.
In the current environment, Sand River is advising financial sponsors and their portfolio companies as well as lenders. For additional information, please visit https://www.sandriver.com/special-situations.
Mark D. Podgainy, managing director, has more than 20 years of experience in operational roles and consulting in a variety of industries. His areas of expertise include transaction advisory services, business plan analysis, performance improvement, cash and vendor management, and interim management services. He has also worked with law firms on forensic and litigation support assignments. His clients have included companies, secured lenders boards of directors and creditors’ committees. His assignments have primarily been in the consumer products, apparel and textile, building products, food, hospitality, real estate, services, and retail sectors.
Mark has extensive experience successfully guiding middle market companies through workout and restructuring processes, both in and out of court, throughout the country. Outcomes have included successful reorganizations, enterprise and asset sales, wind downs and liquidations. In each situation, he has been able to address thorny financial, legal, organizational, and governance issues to maximize recoveries for the parties-in-interest.
Mark also has significant performance improvement experience, both as an advisor to portfolio companies and as a member of the management team. Previously, he was the strategic planning and operations manager of a middle market manufacturer, where he directed a successful company-wide reengineering initiative that involved 20 team members and multi-site computer and communication system implementations. As an advisor, he has worked on operations improvement, strategic planning and IT assignments, and has filled interim roles, including interim Chief Financial Officer.
Prior to Getzler Henrich, Mr. Podgainy provided consulting services at TRG (now CRG Partners), Mahoney Cohen & Company (now CBIZ), and The Hale Group. Mark has a master’s degree in business administration from Columbia University and a bachelor’s degree from Cornell University’s School of Hotel Administration. He is currently a board member of Neighborhood Housing Services of New York City, Inc., a non-profit that revitalizes under-served neighborhoods by creating and preserving affordable housing, and of 520 West 19th Street Condo Association. He is a member of the American Bankruptcy Institute, the Turnaround Management Association, and the Cornell Hotel Society and has written frequently on mergers and acquisitions, real estate and related topics for numerous industry trade publications.
Michael leads Chartwell’s Financial Restructuring practice, advising parties on debt restructurings both in and out of bankruptcy. With more than 30 years of experience in the investment banking and insurance industries, he also provides execution leadership on other Corporate Finance engagements by utilizing his extensive background in debt restructuring, M&A, and leveraged financing.
Prior to joining Chartwell, Michael was a Senior Managing Director in the Restructuring Group at AIG, which was responsible for successfully repaying $182 billion of government assistance. Michael was involved in the repayment of the Federal Reserve Bank ($49B), asset sales ($55B), capital markets financing ($20B), and the renegotiation of the U.S. Treasury TARP investment into common stock ($49B). After the government repayment (including a $23B profit), Michael served as Corporate VP-Finance and COO of the AIG Finance Department for four years.
Prior to joining AIG, Michael was an investment banker for 25 years. He led the U.S. Financial Sponsor coverage group at ABN AMRO for seven years and served as a Managing Director in Financial Sponsor Coverage at UBS Warburg and as a Managing Director in M&A at Bear Stearns. Furthermore, he was the founder and head of the Bankruptcy and Restructuring and Leveraged Finance groups at Schroder Wertheim & Co. (now part of Citigroup). Michael began his career as a corporate and tax lawyer at Simpson, Thacher & Bartlett.
Since 2009, Michael has also been an Adjunct Professor at the Columbia University Graduate School of Business, where he teaches a second-year elective in Financial Restructuring.
Michael has a JD/MBA from Stanford University and a BA, cum laude, from Yale University.