Eddie 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). To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-buying-distressed-assets-claims-and-securities-for-fun-profit-2020/

1. 1

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

3. 3
Thank You To Our Sponsors

5. 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.
5

6. Meet the Faculty
MODERATOR:
Thad Wilson - King & Spalding LLP
PANELISTS:
Jonathan Friedland - Sugar Felsenthal Grais & Helsinger LLP
Navin Nagrani - Hilco Global
James Hadfield - Configure Partners
6

7. About This Webinar – Opportunity Amidst Crisis-
Buying Distressed Assets, Claims, and Securities for
Fun & Profit
Eddie 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).
7

8. 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.
8

9. Episodes in this Series
#1: Help, My Business is In Trouble!
Premiere date: 8/19/20
#2: Opportunity Amidst Crisis- Buying Distressed Assets, Claims, and Securities for
Fun & Profit
Premiere date: 9/16/20
#3: Bad Debtor Owes Me Money!
Premiere date: 10/14/20
9

10. Episode #2
Opportunity Amidst Crisis- Buying Distressed
Assets, Claims, and Securities for Fun & Profit
10

11. 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.
11

12. 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
12

13. A Buyer Can Buy In Bankruptcy
13
Reorganization
Sale As Going
Concern
Asset
Liquidation

14. A Buyer Can Also Buy Outside of Bankruptcy
14
Workout/
Composition
Agreement
ABC Receivership Asset Sales

15. Buy-Side Considerations When Selecting Legal
Framework for Acquisition
15
• 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?

16. The Distressed M&A Opportunity
16
Distressed Capital Structures: Debt trading substantially below par
Debt partially impaired, with value running out in the “fulcrum security.”
Equity value largely reflects option value.
Valuation of enterprise more complex than traditional M&A setting.

17. The Distressed M&A Opportunity
17
M&A Strategies in Distressed Situations: Many creative solutions
• Effecting change of control while retaining attractively-priced extant capital
structure
• “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

18. Distressed Capital Structures: Valuation of Debt
18
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

19. Valuing Debt in Healthy M&A Context
19
• 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

20. 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.
20

21. M&A Strategies in Distressed Situations:
Overview of Key Scenarios
21
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

22. 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
22

23. 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
23

24. 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
24

25. 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
25

26. 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
26

27. 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 the assets
• Assets covered:
 Real property
 Personal property
 Leased property?
27

28. 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
28

29. 363 Sales Provide Benefits to Both Sides
29
Debtor-Seller (and secured
lenders) sees means to
maximize sale value
Buyer sees low price plus
title protection

30. 363 Sales Figures
• Approximately 32% of bankruptcy cases filed in 2019 have resulted in a 363 sale.
[Data provided by the UCLA-LoPucki Bankruptcy Research Database, current as of September 6,
2020.]
30
Section 363 Sales Frequency Percentage
No 363 Sale 14 56.0%
363 Sale 8 32.0%
Chapter 7 at Filing 1 4.0%
Case Pending 2 8.0%

31. 363 Sales Figures
• Approximately 32% of bankruptcy cases filed in 2019 have 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 6, 2020.]
31
Section 363 Sales Frequency Percentage
No 363 Sale 894 74.9%
363 Sale 233 19.5%
Chapter 7 at Filing 25 2.1%
Case Pending 38 3.2%

32. Typical § 363 Sales Process Characteristics
32

33. 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).
33

34. 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).
34

35. Stalking Horse
35
• Bidder starts the process
by signing a binding
purchase agreement
• Sets floor price & terms
of sale of assets at
auction
• Bidder receives bid
protections
• Notice to all creditors and
publication notice plus
marketing
• Competitive bidding at
auction
• Court approval after
auction
Subject to:

36. 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
36

37. Stalking Horse Advantages
37
• 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)

38. Stalking Horse Advantages
38
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

39. Stalking Horse Disadvantages
39
• 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)

40. The Stalking Horse Asset Purchase Agreement
40

41. 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
41

42. 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?
42

43. Break-Up Fee (Stalking Horse Outbid)
43
• 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

44. Participating at Auction
44

45. 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
45

46. Seller Contracts in Bankruptcy Sales
46
• 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

47. Seller Contracts in Bankruptcy Sales
47
Counterparty can seek performance assurances from buyer
Designation Rights Agreement (Debtor transfers right to decide what to
assume or reject)
Buyer might agree to assume unsecured liabilities to maintain relationships

48. Additional Bankruptcy Provisions
48
• Notice period
• Court approval and closing deadlines
• Satisfactory sale order terms
• Waiver of appellate deadline

49. Liabilities Left Behind
49
Buyer takes only liabilities it agrees to take . . .
Possible exceptions:
 Environmental liabilities
 Product liabilities

50. 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
50

51. 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
51

52. Additional Bankruptcy Sale Process Matters
52
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).

53. Claims Trading in Bankruptcy
53

54. 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)
54

55. 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
55

56. Claims-Buyer Concerns
56
- 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?
- 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?
Claim
Counterparty Notice
Credit

57. Claims Trading Benefits
57
• 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)

58. 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)
58

59. 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”
59

60. 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).
60

61. 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.”
61

62. Recent 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
62

63. Recent Case: 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
63

64. Recent Case: 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.
64

65. Recent Case: 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.
65

66. About the Faculty
66

67. 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 2020 as a “Rising Star”
in Bankruptcy, 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.
67

68. 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.
68

69. About The Faculty
Navin Nagrani - nnagrani@hilcoglobal.com
Over the fifteen years Navin has been with Hilco, he has served as a central deal maker in many of
Hilco’s largest principal and advisory-related transactions. His primary responsibilities include leading
several key strategic initiatives for the firm, including shaping the real estate business development
strategy and execution as well as overseeing deal origination, deal qualification and transaction
structuring. Navin is on the Executive Board of Directors for the Real Estate Investment Association
(REIA) where he previously served a term as President. He is Director of Strategy for the Young Real
Estate Professionals Association and sits on the National Board of Trustees for the Turnaround
Management Association (TMA). Navin is also an active member of the Restaurant Leadership Advisory
Council. He is sought after in the real estate industry, having been named to the prestigious “40 Under
40” list of top executive leaders by both M&A Advisors and, more recently, the Commercial Finance
Association. Navin is also an award-winning member of the Turnaround Management Association (TMA).
Prior to joining Hilco, Navin was a strategic consultant for Hewitt Associates where he worked on merger
& acquisition assignments covering the financial services industry. Before Hewitt Associates, Navin was a
Junior Economist for the Federal Reserve Bank. Navin is a graduate of Loyola University in Chicago and
is a licensed Real Estate Broker in the State of Illinois.
69

70. About The Faculty
James Hadfield - jhadfield@configurepartners.com
Jamie has held a variety of senior positions across middle market credit and investing platforms. His
experience includes roles within leading lending, private equity, banking and advisory institutions. Prior to
co-founding Configure, he was a Managing Director at Guggenheim Securities, where he joined in 2013
to expand Guggenheim’s reach in the middle market. Before joining Guggenheim, Jamie occupied a
similar position within Morgan Joseph TriArtisan LLC’s Recapitalization & Restructuring Group.
In 2005, Jamie established the Atlanta office for Cerberus Capital Management with a focus on direct
lending and equity investment activities. While at Cerberus his responsibilities were extensive, including
sourcing of new debt and equity investment opportunities, underwriting transactions and portfolio
management. Prior to joining Cerberus, Jamie spent three years in Houlihan Lokey’s Corporate Finance
and Restructuring practices after beginning his career at IBM and Standard & Poor’s.
Jamie holds a bachelor’s degree in Finance, from the Terry School of Business. He is a FINRA General
Securities Registered Representative (Series 24, 7, 63).
70

71. Questions or Comments?
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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.
71

74. ABOUT DailyDAC
DailyDAC.com is the leading source of
information about assignments, article 9,
bankruptcy, receiverships, out-of-court
workouts and vulture investing, designed
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Visit us at www.dailydac.com.
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group of potential bidders and their advisors. The Service
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milestones – including tombstones and other press releases.
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75. About Financial Poise
75
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