ddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse). Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2021 See more at https://www.financialpoise.com/webinars/

2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

4. 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 that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
4

5. Meet the Faculty
MODERATOR:
Thad Wilson - King & Spalding LLP
PANELISTS:
Candice Kline - Saul Ewing Arnstein & Lehr LLP
Jonathan Friedland - Sugar Felsenthal Grais & Helsinger LLP
Jay Jacquin – Configure Partners
Laura Davis Jones - Pachulski Stang Ziehl & Jones LLP
5

6. About This Webinar – Opportunity Amidst Crisis-
Buying Distressed Assets, Claims, and Securities for
Fun & Profit
Eddie Lampert bought Kmart and then Sears out of bankruptcy. W.L. Ross and Warren Buffet
have made a fortune many times over buying steel and other companies out of bankruptcy.
Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed
securities and bankruptcy claims every day. A number of private equity funds focus
exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made
when real estate crashes by those who have the dry powder to swoop in and buy when others
are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in
order to acquire it (a strategy commonly called “loan to own”); how to learn about
opportunities involving distressed companies; and tips and best practices for participating in
bankruptcy, Article 9, and other sales of distressed businesses (including the concept of
serving as the “stalking horse).
6

7. About This Series – Restructuring, Insolvency &
Troubled Companies
Companies fail all the time, for all sorts of reasons. Some companies become distressed, or even
insolvent, because of mismanagement; others because of fraud; others for myriad other reasons- some
intrinsic to the company and some extrinsic. Regardless of the cause, failing or failed companies create a
unique set of issues, risks, and even opportunities for all involved. This area of law and finance has
become so specialized that no fewer than five (American Bankruptcy Institute; Association of Insolvency
& Restructuring Advisors; Commercial Law League of America; National Association of Federal Equity
Receivers; Turnaround Management Association) national organizations exist to help those who
specialize in the field to stay up to date on the latest developments, strategies, and tactics in the area.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
7

8. Episodes in this Series
#1: Help, My Business is In Trouble!
Premiere date: 8/12/21
#2: Opportunity Amidst Crisis- Buying Distressed Assets,
Claims, and Securities for Fun & Profit
Premiere date: 9/23/21
#3: Bad Debtor Owes Me Money!
Premiere date: 10/21/21
8

9. Episode #2
Opportunity Amidst Crisis- Buying Distressed
Assets, Claims, and Securities for Fun & Profit
9

10. A Company’s Capital Structure
Those seeking to own a company can invest in various levels of the capital structure. So-
called “loan to own” strategies involve buying the debt of, or lending directly to, a target.
10

11. Additional Key Considerations Driving Strategy
⚫ Secured debt
⚫ Real property leases
⚫ Contracts
⚫ Union liabilities
⚫ Environmental liabilities
⚫ Pending litigation
⚫ Prior transactions and related limitations periods
⚫ Government bailouts and restrictions
⚫ Successor liability
11

12. A Buyer Can Buy In Bankruptcy
12
Bankruptcy
Reorganization Sale as
Going
Concern
Asset
Liquidation
Creditor
Claims

13. A Buyer Can Also Buy Outside of Bankruptcy
13
Non-Bankruptcy
Workout /
Composition
Agreement
Receivership Asset
Sales
ABC

14. Buy-Side Considerations When Selecting Legal
Framework for Acquisition
14
• Do you want to cherry pick contracts?
• Which liabilities are you comfortable assuming?
• Which divisions or assets are you interested in acquiring?
• Is there anything you wish to leave behind?
• Do you have any specific successor liability concerns?
• Are there any hostile shareholders or creditors?
• What will harm the company the least?
• Do you want to avoid an auction?
• Are there potential governmental actions against, or investigations of, the Company?

15. 15
Valuation of
enterprise more
complex than
traditional M&A
setting.
Debt partially impaired,
with value running out
in the “fulcrum
security.”
Distressed Capital Structures: Debt trading substantially below par
The Distressed M&A Opportunity
Equity value largely
reflects option
value.

16. 16
Debt partially
impaired, with
value running out
in the “fulcrum
security.”
The Distressed M&A Opportunity
“Loan to own”
strategy;
purchasing debt
at a discount
with credit bid in
foreclosure
Building position
in fulcrum
securities via
structured
investments or
secondary market
purchases
Acquiring assets
from distressed
or bankrupt
sellers
The Distressed M&A Opportunity
M&A Strategies in Distressed Situations: Many creative solutions

17. Distressed Capital Structures: Valuation of Debt
17
Book Value Price Trading Value
Senior Credit Facility $500 $90 $450
Other Bank Debt
(e.g. international)
$100 $100 $100
Senior Unsecured
Notes
$260 $60 $150
Sub Notes $140 $30 $45
Total Debt $1,000 $745
Preferred Stock $100 $20 $20
Common Stock NM NM 15
Total Capitalization $1,100 $780
Fulcrum
Securities
Distressed Capital Structure Illustration
Fulcrum
Securities

18. Valuing Debt in Healthy M&A Context
18
• Debt trading at or close to par, fully covered by fundamental business value
• Tangible, material equity value
• Enterprise value assumes debt valued at par
• Debt generally repaid or rolled-over as part of acquisition

19. Valuing Debt in Distressed M&A Context
• Some parts of debt structure trading at significant discount to par, reflecting fundamental
business value potentially lower than par value of debt.
• Value eroding in “fulcrum securities.”
• “Fulcrum securities” carrying equity-like risk, likely to be converted into equity in
restructuring scenario.
• Value of equity largely reflects option/hold-out value.
• Enterprise value assessment more complex, depends on value assigned to each
security.
• Discount of debt offers potential opportunity to capture value in distressed M&A
situations.
19

20. Degree of Distress Low Medium High Chapter 11
Timing of Capital
Structure Issues
None/Long-Term Medium-Term Near-Term Imminent
Potential Strategies Buy equity and roll
over existing debt
via change of
control waiver
Cross-conditional
tender offer for debt
and equity at market
prices
Invest in 2nd lien/
PIPE (potential path
to control)
Buy selected assets
at attractive price
Cross-conditional
tender offer for debt
and equity at market
prices
Acquire fulcrum
security to gain control
upon restructuring
Buy selected assets at
attractive price
Participate in §363
auction for selected
assets or whole
company
Sponsor plan of
reorganization
Examples BC Partners/Intelsat
Sun Capital/Mark IV
Fairfax/Abitibi
Silverpoint/Granite
Wayzata/Portola
Tennenbaum/Radnor
Anschutz/Regal
Cinemas
Oaktree/Tekni-Plex
CDW/Micro Warehouse
Centerbridge/Dana
ESL/KMart
Guggenheim/ Los
Angeles Dodgers
One Equity/Polaroid
Brookfield &
Simon/Forever 21
M&A Strategies in Distressed Situations:
Overview of Key Scenarios
20

21. M&A Strategies in Distressed Situations:
Buy Equity & Roll-Over Debt
• Distress Level: Low
• Description/Rationale
✓ Acquire company but seek to retain existing capital structure
✓ Financing not available and/or terms of current financing more advantageous
• Considerations
✓ Does not explicitly capture discount
✓ Requires relative improvement as incentive for debt to amend terms or overcome
Change of Control clause
✓ Extension of maturity and other “money” terms require 100% vote
21

22. M&A Strategies in Distressed Situations:
Cross-Conditional Tender Offer
• Distress Level: Mid/High
• Description/Rationale
✓ Tender for debt at discount and pay “nominal” amount for equity, with both
transactions being contingent
✓ Finance acquisition with new debt and equity
✓ Provides value to equity to avoid potentially costly lengthy restructuring
• Considerations
✓ Transaction dependent on premium offered and success of tender
✓ Potential hold-up by dissident holders
✓ Requires new financing post acquisition
22

23. M&A Strategies in Distressed Situations:
Invest in 2nd Lien/Pipe (Potential Path to Control)
• Distress Level: Mid
• Description/Rationale
✓ Structured investment ahead of current equity
✓ Enhances liquidity with providing potential path to control
✓ No bankruptcy; equity survives (but diluted)
• Considerations
✓ Does not capture discount
✓ No immediate acquisition of control and potentially limited corporate governance
rights
✓ Control uncertain and investment potentially impaired; not fully covered in downside
scenario if performance further deteriorates
23

24. M&A Strategies in Distressed Situations:
Buy into Fulcrum Security to Achieve Control
• Distress Level: High
• Description/Rationale
✓ Acquire blocking position in fulcrum security at discount to par
✓ Convert into new equity or bid par value in restructuring process
✓ Recover par value if outbid
• Considerations
✓ Limited ability for upfront due diligence
✓ May be difficult to acquire controlling position
✓ Price to be paid for full position uncertain
✓ Might be perceived as hostile
✓ May require active approach in lengthy restructuring process
24

25. M&A Strategies in Distressed Situations:
Acquire in Bankruptcy - 363 Sale or Plan Sponsor
• Distress Level: High
• Description/Rationale
✓ Buy company or selected assets from motivated seller “free and clear during
bankruptcy process
✓ Sponsor restructuring plan with cash and/or securities to fund reorganization at
attractive valuation
• Considerations
✓ Typically done in lengthy auction processes with court supervision
✓ Complex and may require negotiations with numerous parties
✓ Transparent, competitive process
25

26. Bankruptcy Sales Under 11 U.S.C § 363
• Section 363 of the Bankruptcy Code allows a bankruptcy court to approve sale of
debtor’s assets “free and clear” of “interests” in and claims against the assets
• Assets covered:
✓ Real property
✓ Personal property
✓ Leased property?
26

27. Section 363 Sales Issues
• “Free and clear” provision of § 363 protects buyer from the shambles of debtor-seller
company’s records and finances
• Debtor may not know the extent of its ownership interest
• Lessors, judgment creditors, and statutory lienholders might have claims to assets
27

28. 363 Sales Provide Benefits to Both Sides
28
Debtor-Seller (and
secured lenders) sees
means to maximize sale
value
Buyer sees
low price plus title
protection

29. Section 363 Sales Frequency Percentage
No 363 Sale 44 81.5%
363 Sale 10 18.5%
Chapter 7 at Filing 0 0%
Case Pending 0 0%
363 Sales Figures
• Approximately 18.5% of large, public company bankruptcy cases filed in 2020
resulted in a 363 sale.
[Data provided by the UCLA-LoPucki Bankruptcy Research Database, current as of September 20,
2021.]
29

30. Section 363 Sales Frequency Percentage
No 363 Sale 936 79.3%
363 Sale 244 20.7%
• Approximately 18.5% of large, public company bankruptcy cases filed in 2020
resulted in a 363 sale.
• Compare to the cumulative rates across all years, where approximately 19.5% of
bankruptcies have resulted in a 363 sale.
[Data provided by the UCLA-LoPucki Bankruptcy Research Database, current as of September 20,
2021.]
363 Sales Figures
30

31. Typical § 363 Sales Process Characteristics
31

32. 363 Sale Timeline
• Although every situation is a different, generally the total time from commencement of
preparations through approval of a 363 sale may range from 75 to 150 days.
✓ Courts and creditors often prefer longer timelines to ensure sufficient time for a debtor
to market the assets to be sold.
✓ Shorter timelines are often approved where debtors are able to show that asset
values may deteriorate in bankruptcy, where a stalking horse bid is conditioned on a
quick sale process, and/or where the debtor can demonstrate that it engaged in
sufficient marketing efforts on a pre-bankruptcy filing basis.
• Under Section 363, a successful bidder acting in good faith may close at any time after a
sale order is entered. In some cases, however, a bidder may want to wait until a sale order
becomes final (absent appeal, fourteen days after entry).
32

33. 363 Sale Timeline
Under section 363, a successful bidder acting in good faith may close at any time after a sale
order is entered. In some cases, however, a bidder may want to wait until a sale order
becomes final (absent appeal, fourteen days after entry).
33

34. SUBJECT TO:
➢ Bidder starts the process
by signing a binding
purchase agreement
➢ Sets floor price & terms of
sale of assets at auction
➢ Bidder receives bid
protections
Stalking Horse
34
➢ Notice to all creditors
and publication notice
plus marketing
➢ Competitive bidding at
auction
➢ Court approval after
auction

35. Stalking Horse Bid Protections
• In exchange for acting as Stalking Horse, Stalking Horse Bidder given various “bid
protections,” including:
✓ Break-up fee
✓ Expense reimbursement
✓ Initial overbid minimum
✓ Subsequent bid increments
✓ (Potentially) lender agreement not to credit bid
35

36. Stalking Horse Advantages
36
• More time for due diligence
• Can negotiate terms less attractive to other likely bidders
• Build relationship with management
• Learn about key employees
• Learn about and meet vendors and customers (and take temperatures during
due diligence)

37. Stalking Horse Advantages
37
Head start on
financing
Dictate bidding terms Understand contracts
and regulatory issues
• Duration of pre-
auction period
• Amount of deposit (if
any)
• Bid and bid
increment amounts
• Break-up fee
• Contract sorting
toward assumption
and rejection
scheme
• Hart-Scott-Rodino
• Environmental
• Longer time to
discuss with
potential lenders
• May provide more
diligence to
potential lenders
• Financing usually
not a contingency

38. Stalking Horse Disadvantages
38
• No guarantee of winning auction
• Time & resources expended
• Bound to close even if value disappoints
• Potentially expensive withdrawal (litigation)
• Potentially obligated to close as “back up” bidder if auction winner cannot close (exposed in
value decline scenario)

39. The Stalking Horse Asset Purchase Agreement
39

40. Key Terms and Negotiation Points for APA
• Sale of assets “as is, where is”
• Detailed list of assets to be purchased
• Limited reps and warranties
✓ Due diligence usually complete already
✓ No customary “outs” (e.g., diligence, finance, etc.)
• No indemnification
• Holdback/Earnout common
• Minimal closing conditions
✓ “Lights on”
✓ Maintain minimal DIP financing level
✓ Key customers/management/employees
40

41. Bid Protections and Qualifications
• Set requirement for initial overbid to open auction
✓ Subsequent incremental bid amount
• Large overbid amounts can protect stalking horse
✓ Combination of break-up fee/expense reimbursement and incremental bid amount
for first overbid
• Bidders must provide adequate assurance of future performance
• Common to require pre-qualification by interested bidders
✓ Excludes less-than-serious bidders (who may be unable to close)
✓ Allows stalking horse to game auction?
41

42. Break-Up Fee (Stalking Horse Outbid)
42
• To compensate stalking horse for costs and risks in establishing a floor price
• Works in conjunction with bid protection to protect stalking horse (and therefore a
target of cost-conscious creditors)
• At discretion of court
✓ Often about 3% of sale price
✓ Advance agreement by secured lender and creditors’ committee will help
✓ Rare to get break-up fee and expense reimbursement

43. Participating at Auction
43

44. Requirement of Earnest Money Deposit
• Interested Bidders must first submit a Qualified Bid
• Qualified Bidders typically required to make earnest money deposit to participate at
auction
• May be required to be made in cash only (LOC may work)
• Desperation of seller and lender can affect amount required
• Larger deposit may speed auction & hearing
44

45. Seller Contracts in Bankruptcy Sales
45
• Can be assumed, assigned, or rejected under 11 U.S.C. § 365
• Contract rejection generally leaves counter-party with only a claim against debtor;
assumption and assignment, Debtor conveys its interests to a third party, such as Buyer
• To assume or (assume and then) assign contracts, Debtor must cure pre-petition
monetary defaults (often with purchase price funds)
• Under the APA, contracts valuable to Buyer are assumed and assigned, while others are
rejected or excluded

46. 46
Buyer might agree
to assume
unsecured liabilities
to maintain
relationships
Counterparty can
seek performance
assurances from
buyer
Designation Rights
Agreement (Debtor
transfers right to
decide what to
assume or reject)
Seller Contracts in Bankruptcy Sales

47. Additional Bankruptcy Provisions
47
• Notice period
• Court approval and closing deadlines
• Satisfactory sale order terms
• Waiver of appellate deadline

48. Possible Exceptions:
✓ Environmental liabilities
✓ Product liabilities
Liabilities Left Behind
48
Buyer takes only liabilities
it agrees to take . . .

49. Additional Bankruptcy Sale Process Matters
• Stalking Horse APA attached to motion to approve sale and bid procedures
✓ Together with sale notice, proposed sale order
• Rules require at least 21 days notice of sale
✓ Can be shortened for cause
• Rules require notice of sale to all creditors
• Virtual data room established
49

50. Additional Bankruptcy Sale Process Matters
• Common pre-auction qualification terms
✓ Bids qualified at least one week before auction
✓ Bidders submit set cash deposit
✓ Bidders demonstrate adequate assurance of future performance
✓ Bidders agree to be bound to same terms as APA
• Auction
✓ Includes only pre-qualified bidders (but Courts like an open door)
✓ Bidding subject to bid protection amounts
✓ Debtor sometimes reserves right to offer in bulk or lot, depending upon bids
50

51. Additional Bankruptcy Sale Process Matters
51
Hearing:
• Shortly after auction
• Court determines fairness and fidelity of process and notice
✓ Hears objections
✓ Evidence technically required; usually short hearing
Closing, per APA, can happen immediately after Court approval (payment is usually cash or
credit bid).

52. Claims Trading in Bankruptcy
52

53. Development of the Claims Trading Market
• A multi-billion dollar industry
✓ Claims against bankrupt entities may be purchased at large discounts
✓ Select funds marketing via unsolicited letters
✓ Primarily trade debt claims
✓ Average face values < $100k
✓ Claim transfer agreements very buyer friendly – minimal negotiating of terms
✓ Buy-and-hold (claims repaid in cash upon debtor’s emergence from bankruptcy)
53

54. Development of the Claims Trading Market
• Claims purchased at large discounts
• Recent bankruptcies have more complex and larger claim pools – bank debt, unsecured
bonds, trade claims
• Hedge funds and traditional trade claim funds active in claims trading
• Strategic and speculative motivations
• Avg. face value now in the millions
• Claim transfer agreement heavily negotiated
54

55. Claim Credit
- Is the claim allowed?
- If so, in what amount?
- What is the expected recovery?
- What is the timing of distribution?
- What is the form of
consideration?
Counterparty Notice
- Will the counterparty be around if
buyer needs to rely on recourse
provisions in claim transfer
agreement?
- What is the amount of holdings?
- What are the timing deadlines?
Claims-Buyer Concerns
55

56. Claims Trading Benefits
56
• Avenue to liquidity for Sellers
• Can afford buyer influence over outcome of the case
✓ But beware of exerting inappropriate influence (e.g., Neiman Marcus)
✓ Role on Creditors’ Committee in addition to individual holder
• Illiquid and opaque market (abnormal returns for buyers)

57. Claims Trading Risks
• For Debtors: can delay or block plan process -- changing creditor body complicates plan
negotiations and support agreements
• Unregulated market
• Put-back option by claim purchaser
• Cooperation agreement with claim purchaser
• Administratively burdensome (costs to the estate and court)
• Risk of Debtor administrative insolvency (e.g., Toys R Us)
57

58. Claims Trading & 11 USC §§ 502(D) & 510
• Claim may be disallowed if creditor is subject to liability for unreturned preferential
transfers, fraudulent transfers (and more)
• Claim may be subject to “vote designation” in plan confirmation fight or not permitted to
vote as an insider claim
• Claim may be subordinated to other claims “under principles of equitable subordination”
58

59. Claims Trading Risk: Equitable Subordination
• An important consideration for regular participants in the bankruptcy process: the
consequences for a debtholder acquiring claims in violation of an “eligible assignee” provision
in a governing credit document.
• The Third Circuit’s Papercraft decision highlighted that an insider of a debtor that
purchases debt through a loan-to-own strategy may be at risk of equitable subordination and
other remedies as a result of the purchase. See, e.g., Citicorp Venture Capital, Ltd. v. Comm.
of Creditors Holding Unsecured Claims, 323 F.3d 228 (3d Cir. 2003).
59

60. Claims Trading Risk: Equitable Subordination
• However, in the LightSquared bankruptcy proceedings, the judge, citing Papercraft,
granted a request to equitably subordinate the claim of a non-insider.
✓ “Having acquired a controlling position in the debt by use of the special purpose
vehicle, whose special purpose was to achieve an end run around the credit
agreement and then purposefully sidelining hundreds of millions of dollars of debt
while fine-tuning its acquisition strategy, [the purchaser] has harmed the creditors of
LightSquared.”
60

61. Key Case: In re Woodbridge Group (D. Del June 20,
2018)
• Claim trading generally favored, especially in larger cases, but there are limits to
enforceability of claims trading
✓ If there is clear unambiguous language in underlying documents governing original
claim, then anti-assignment language making any assignment null and void may be
enforceable against a claim purchaser notwithstanding Uniform Commercial Code
(“UCC”) provisions, contractual arguments and a breach by debtor under underlying
debt documents
• Relying on KB Toys, Judge Carey recently sustained Debtors’ objection to a claim
purchaser’s assertion of a claim and effectively denying claim trading
61

62. In re Woodbridge Group
• Judge Carey held transfer to claim purchaser was void based on the anti-assignment
provision, contractual remedies including an analysis under Restatement of Contracts were
inapplicable and the UCC provisions did not override anti-assignment provisions in underlying
docs.
✓ Debtors had filed a notice of a moratorium on claims trading for a short period of
time
✓ Claims purchaser argued that breach by Debtors prevented enforcement of anti-
assignment provisions
✓ Delaware law permits restrictions on the power to assign a claim
✓ Put differently, bankruptcy law does not override non-bankruptcy law (here
Delaware) that upholds restrictions on the power to assign claim
✓ Preventing claims trading in this case would not cause a disruption in the claims
trading market according to Judge Carey
62

63. In re Woodbridge Group
• Recent Update:
✓ In July of 2018, the claim purchaser filed an appeal.
✓ On September 11, 2019, the Delaware district court affirmed the bankruptcy court’s
decision.
✓ The court held: (1) the anti-assignment provisions in the underlying loan agreements
and promissory notes rendered the transfer void under Delaware law; (2) the debtors’
prior pre-petition breach of the loan agreements did not bar the debtors from relying
on the anti-assignment provisions; and (3) the UCC did not render the anti-
assignment provisions unenforceable because it only prohibited restrictions on
assignments of security interests in promissory notes, not restrictions on assignment
of the notes themselves.
63

64. In re Woodbridge Group
Practical Point:
✓ Be wary of underlying documents that restrict the power to
assign a claim as any deficiency or disability in the claim could
travel with the claim to the claim purchaser.
64

65. About the Faculty
65

66. About The Faculty
Thad Wilson - ThadWilson@KSLAW.com
Thad Wilson is a Partner in the Atlanta office of King & Spalding LLP and a member of its
Financial Restructuring Practice Group. Ranked by Chambers USA 2021 as a “Rising Star”
in Bankruptcy and recently recognized on the Atlanta Business Chronicle’s 2021 “40 Under
Forty” list, Thad represents a broad spectrum of clients in financial restructuring, corporate
and insolvency matters, including debtors, secured and unsecured creditors, and other parties
in interest in major Chapter 11 bankruptcy cases. He has extensive experience representing
clients in insolvency-related litigation and disputes. Thad is a member of the American
Bankruptcy Institute, the Turnaround Management Association (currently a board member of
its Atlanta chapter), and the State Bar of Georgia. In 2014, Thad 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.
66

67. About The Faculty
Jonathan Friedland - jfriedland@sfgh.com
Jonathan Friedland, a senior partner with Sugar Felsenthal Grais & Helsinger, LLP, views his
job simply: to make money for clients whenever possible and to protect their interests at every
turn. Licensed in four states, Jonathan’s transactional work focuses on representing private
funds and other owners of private businesses, and the businesses they own. He regularly
advises on M&A activities, structuring new ventures and restructuring old ones, and on other
commercial relationships. Jonathan is rated AV® Preeminent™ by Martindale-Hubbell, 10/10
by AVVO, and enjoys several other similar distinctions. Jonathan graduated from the State
University of New York at Albany, magna cum laude (in three years) and from the University
of Pennsylvania Law School. He clerked for a federal judge before entering private practice
and served for several years as an Adjunct Professor of Strategic Management at the
University of Chicago’s Graduate School of Business. Jonathan is lead author and editor of
several significant treatises, several chapters in other treatises, and scores of articles on law
and business.
67

68. About The Faculty
Jay Jacquin – jjacquin@configurepartners.com
Jay brings twenty years of investment banking and advisory experience at market-leading firms.
Prior to joining Configure Partners, he established the Middle Market Special Situations practice at
Guggenheim Securities. Before joining Guggenheim, he was a senior member of the
Recapitalization & Restructuring Group at Morgan Joseph TriArtisan for approximately five years.
Previously he was a Senior Director with Alvarez & Marsal Corporate Finance, prior to which he
spent eight years in Houlihan Lokey’s Corporate Finance and Financial Restructuring practices.
Jay holds a bachelor’s degree in Commerce, with concentrations in finance and marketing, from
the McIntire School of Commerce at the University of Virginia. He is a FINRA General Securities
Registered Representative (Series 24, 7, 63) and a Certified Insolvency and Restructuring Advisor
(CIRA).
68

69. About The Faculty
Laura Davis Jones – ljones@pszjlaw.com
Laura Davis Jones is a name partner and the managing partner of the Delaware office of Pachulski, Stang, Ziehl, & Jones.
She gained national recognition as debtor’s counsel in the Continental Airlines bankruptcy case, and has represented
numerous debtors, creditors’ committees, bank groups, acquirers, and other significant constituencies in national chapter 11
cases and workout proceedings. She lectures at national bankruptcy and litigation seminars, and has authored numerous
articles. Laura was named “Deal Maker of the Year” by The American Lawyer in 2002 and has also been profiled in The
American Lawyer.
Laura has been named continuously by her peers as one of the “Best Lawyers in America” and as one of the “Best Lawyers in
Delaware.” In addition to being named a “Delaware Super Lawyer” every year since 2007, she was selected as one of the top
ten lawyers in Delaware in 2007 and 2008. She is included among Chambers USA America’s “Leading Lawyers for Business,”
and ranked among the top-tier Bankruptcy/Restructuring lawyers in Delaware. Laura has been recognized in the K&A
Restructuring Register since its inception, has been named repeatedly to the International Who’s Who of Insolvency and
Restructuring Lawyers, and has been listed among the “Lawdragon 500 Leading Lawyers in America” since 2005. She holds
an AV Preeminent Peer Rating, Martindale-Hubbell’s highest rating for ethical standards and legal ability. Laura is a graduate
of University of Delaware and received her J.D. from Dickinson School of Law, where she was on the board of editors and
business manager for the Dickinson Law Review, as well as to serve on the Appellate Moot Court Board. Laura is admitted to
practice in Delaware and the District of Columbia.
69

70. About The Faculty
Candice Kline - candice.kline@saul.com
Candice Kline joined Saul Ewing Arnstein & Lehr LLP as a partner in its Chicago office in 2020. The firm is a full-service
national law firm with a vibrant bankruptcy group. Before turning to law, Candice earned an MBA at the University of Chicago
and worked as an experienced corporate and international banker with Citibank and JPMorgan Chase. Her banking
background informs her legal advice and commitment to client service, outstanding litigation outcomes, and practical deal
making.
Candice focuses her practice on commercial disputes, bankruptcy and insolvency matters, and general litigation. Candice has
in-depth chapter 11 experience, including preferences and fraudulent transfer actions, settlements, contract disputes, and plan
and disclosure statement related litigation. She also litigates in chapter 7 cases. Her recent representations include debtors,
trustees, creditors, and investors in cases involving fraud, breach of contract, breach of fiduciary duties, securities fraud, and
civil theft. Candice has also recently guided out of court workouts and assignments.
Candice is active in the turnaround and legal sectors. She is a former director and officer of the Turnaround Management
Association, Chicago/Midwest Chapter; chair of the Business and Securities Law Council and vice chair of the Business Advice
and Financial Planning Council of the Illinois State Bar Association; and a former co-chair and current director of the American
Constitution Society, Chicago Lawyer Chapter. Candice also serves on the advisory board of directors for the Institute for
Business & Professional Ethics at DePaul University.
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71. Questions or Comments?
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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.
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74. ABOUT DailyDAC
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