Corporate Renewal - Turnaround Management Association

Transcription

Corporate Renewal - Turnaround Management Association
The Newsletter of
Corporate Renewal
Volume 7, Number 5
October 2006
TURNAROUND MANAGEMENT ASSOCIATION
Chicago / Midwest Chapter
From Our President:
Help Create Great Experiences in 2007
Chicago/Midwest
What’s
Inside?
Upcoming Events............. 2, 4-5
VP’s Corner..............................2
Past Events......................... 7-12
Chicago Chapter CTPs..........14
“How to Obtain Financing”
Article....................................15
Member News........................18
What’s the Deal?....................20
New Member Listing.............22
“Cooperative Efforts - Successful
Outcomes” Article..................23
Board Member and Committee
Listing....................................25
As 2006 comes to a close, we have several great events
planned to celebrate Chicago/Midwest TMA reaching a milestone of more than 1,000 members served. As of publication
on October 6, we had 994 members and 45 days to reach or
exceed the milestone. Thanks to everyone who helped make
this the largest – and we think the best – chapter in TMA over
the last several years.
Please mark your calendars for the following great experiences
and speak to one of the committee co-chairs to learn more, too:
October 26
October 27
November 2
November 9
November 17 December 8
January 12
Women’s Group Joint Networking Event with IWRIC
Future Leaders & Membership Committee co-sponsorship of the
University of Chicago’s Graduate School of Business Turnaround
Management Club’s “Nuts & Bolts Conference”
Membership Committee New and Prospective Member Reception
Future Leaders Third Annual Texas Hold’em Tournament
Bi-Monthly Breakfast Forum
Joint Annual Holiday Party with the Association of Corporate
Growth (ACG) and Risk Management Association (RMA)
Bi-Monthly Breakfast Forum and Annual Chapter Awards Program
“Creating great experiences for our members” was our theme for 2006. As the year
comes to a close, our leadership team continues to look for ways to better serve our
members and our community. Nobody does this alone. Please welcome Lisa Johnson
and Norm Newman to the 2007 positions of president and president-elect, respectively.
Now is the time to think about how you might contribute to these committees and help
create great experiences 2007. Give one of the committee co-chairs a call and get involved.
During our November and December meetings we will be celebrating our 1,000th member
and looking for even more input from our members on how to improve our “value proposition” through informal conversations and a few focus groups to supplement our recent
email survey. The email survey told us some good news:
•
Membership Application........27
•
83% agreed that TMA is recognized in the turnaround/workout community as the
premier association
79% believe the TMA membership is good or very valuable! Not bad!
Again, I am looking forward to seeing you at a great celebration of the 1,000th member
this fall at one of the upcoming events!
Bill Hass
Upcoming Events
October 26
Women’s Group Joint Networking Event
with IWRIC
October 27
University of Chicago Turnaround
Management Club’s Nuts & Bolts
Conference
November 2
New and Prospective Member
Reception
Maggiano’s
VP’s Corner
Don’t Paint Yourself into a Corner:
Get Involved Today
Thoughts from Joe Fobbe, VP-Communications
“Vice-President”
”Committee Co-Chair”
“Board Member” “Treasurer” “President-Elect”
How does one individual get involved and make a difference in the largest TMA chapter in the world? How do you navigate the massive
organizational structure to NETWORK with the right people? How do you get to
be identified as a rising young (or not so young) professional worthy of the abovementioned titles?
Does one really need to dawn a red cape, be able to
leap tall buildings (preferably in a single bound), stop
a speeding Metra train (please tell me, will an El train
suffice?!?!) to make it? These are important questions...
indeed, critical questions one must ask as they map
their TMA career.
November 9
Future Leaders Texas Hold’Em
Tournament
University Club
November 13
Senior Executive Forum*
Keynote by Mr. Terry Lundgren, CEO,
Federated Stores
*Due to the popularity of this event, it is
a members-only program.
November 17
Breakfast Forum
Mid-Day Club
December 8
Holiday Gala
Merchandise Mart One-of-A-Kind Show
January 12
Breakfast Forum & Annual Chapter
Awards Program
Mid-Day Club
For more information on any of these
events, visit
the chapter’s web site at
www.chicago.turnaround.org
or call 815-469-2935
The answer?
Start TODAY. Reach out and call a co-chair, chair or officer listed on page 25 of
this newsletter. The secret is that is it EASY. We are dying to hear from you.
Membership Committee Success
I think I echo the sentiment of the entire TMA leadership when
0!
I say that I was absolutely ecstatic about the number of NEW
1,00
PEOPLE in attendance at our chapter’s September 15 kickoff
breakfast meeting. We were all ecstatic about both the number
of YELLOW BADGES (denoting non-members) and relatively
unfamiliar faces behind the many white badges (denoting existing members).
The membership committee deserves a big Chicago TMA-sized
congratulations for their efforts. Your chapter is approaching
1,000 members; your chapter has achieved phenomenal growth
over the past five years. Current Membership Committee CoChairs are David Bogetz, Bob Handler, Thomas Jones
and Kevin Krakora. Their phone numbers are listed on page 25
of this newsletter. Give them a call. We need to keep up the momentum.
Membership
Committee
Co-Chair David
Bogetz
What’s Ahead
I’m excited about this column and the opportunity to inform the membership and
guest readers of ways to get involved with our fantastic chapter. In subsequent
issues I will continue to highlight the efforts and important work of some of our 18
committees, and at times, highlight an individual chapter leader’s background and
TMA career. (Sneak peak: Next issue I’ll highlight the TMA career of PresidentElect Lisa Johnson. Stay tuned.)
The Newsletter of Corporate Renewal is a
publication of the Turnaround Management
Thank you in advance for your attention and participation in YOUR chapter. ReAssociation, Chicago/Midwest Chapter. It is member, the paint takes too long to dry...get involved today.
issued five times annually. Submissions to the
Joe Fobbe
newsletter should be directed to:
Cheri Anderson
[email protected]
Mark Leipold
[email protected]
The Newsletter of Corporate Renewal Advertising Rates
Full Page - $875 * Half Page - $500 * Quarter Page - $315 * Eighth Page - $190
For more information regarding placing an ad in this publication, please contact Chris Glatz
at 815-469-2935 or [email protected] or Mark Leipold at 312-899-1651 or
[email protected].
TMA • Chicago/Midwest Chapter • October 2006 • Page These days a lender has to bring more to the table
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Networking & Shopping…It Just Doesn’t Get Any Better
So, how does an organization find a venue and event that combines networking and shopping? Well, the TMA (along with the
ACG and the RMA) will make it happen on Friday, December 8, when the three groups host their annual holiday networking
event at the Merchandise Mart in conjunction with the One-of-a-Kind Show.
Now in its fourth year, this networking reception has proven that it has
something for everyone!
•
•
•
•
Three outstanding professional organizations resulting in over 250
attendees to network from a variety of industries
An artisan’s fair with over 700 displays of arts, clothing, fine jewelry
and more – in other words, invite your spouse or significant other
– great shopping for them to enjoy while you are networking!
A never-ending buffet of food and drink throughout the evening
And, most importantly, an opportunity to enjoy a relaxing evening
with your colleagues and those close to you in downtown Chicago
during the holiday month!
The event also features the United States Marine Corps who will be
on hand to accept donations for their Toys for Tots program. Last year
hundreds of toys were collected and presented to the Marines. We
anticipate the same success this year as well.
President-Elect Lisa Johnson, a representative from
the Marines and President Bill Hass collect Toys for
Tots at last year’s Holiday Gala.
So, plan to join us – Friday, December 8. Invite your spouse or significant other. The cost is only $50 for members and $25 for
spouses. Make a night of it and enjoy the city! Attend the reception and make plans to take that special someone or your TMA
friends for a dinner afterwards – get creative and have fun!
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TMA • Chicago/Midwest Chapter • October 2006 • Page Senior Executive Forum Welcomes
Terry Lundgren
The Senior Executive Forum – the TMA Chicago/Midwest
Chapter’s annual premier event – will be held Monday,
November 13 at The Standard Club and feature as keynote
speaker Terry Lundgren, CEO of Federated Stores, Inc. (the
parent company of Macy’s). The Senior Executive Forum
has grown to be one of the chapter’s most highly anticipated
events. Boasting nearly 300 attendees, the program features
a prominent CEO or high profile speaker as well as an
outstanding networking reception
immediately following the program.
Because of the popularity of this
event and room size limitations, it is a
members-only event (so, if you haven’t
joined the TMA or you know someone
who should join – now is the time!).
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and a tradition for many, many families. The chapter is excited
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So mark your calendars for Monday, November 13!
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TMA • Chicago/Midwest Chapter • October 2006 • Page C H I C A G O
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Three Hour Tour Continues its Annual
Success; Relatively Incident Free
By Joe Fobbe, PNC Business Credit
The excitement on this year’s boat cruise was the best yet.
As guests, several Minnesota Viking players attended and,
contrary to past behaviors in comparable settings, were
relatively subdued. Also, this year’s excursion – for the first
time – appropriately featured celebrity look-alikes, Dawn Wells
and Tina Louis (aka Mary Ann and Ginger). Strategic planning
by the leadership kept said Viking players and said celebrity
look-alikes on separate levels throughout the evening.
As the pictures on this page reveal, a perfect evening was
enjoyed by members of the Association for Corporate Growth,
TMA (of course) and Commercial Finance Association. We
appreciate the participation again this year of the Midwest
Chapter of the CFA who co-underwrote our first cruise four
years ago. The ACG’s support is appreciated as well as
they’ve been an annual sponsor of this event.
Successful Growth
Stories Start Here
Senior Secured Financing provided by PNC Business Credit
$16,500,000
Senior Secured Financing
$18,000,000
Senior Secured Financing
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Senior Secured Financing
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Senior Secured Financing
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Gerald O’Dwyer, Jim Vargo, Dan Quirk
Turnaround Financing provided by Steel City Capital Funding
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$9,500,000
Bev
Joel Schneider, Dave Mack, Frank & Marcia Mack
PNC Business Credit and Steel City Capital Funding. Experienced
lenders with the full range of first and second-lien financing solutions
to get deals done.
Joseph Fobbe
312-338-5688
[email protected]
Jim Torkelson
312-338-5687
[email protected]
Todd Robinson, Craig Kempton, Kim Metzner, David Doll
Photos by Sue Fischer, Glatz Management Services Inc.
©2006 The PNC Financial Services Group, Inc. All rights reserved. PNC Business Credit is the asset-based lending arm
of PNC Bank, National Association, a member of The PNC Financial Services Group, Inc. Steel City Capital Funding is
a division of PNC Business Credit.
TMA • Chicago/Midwest Chapter • October 2006 • Page Chicago Members “Team Up to Turnaround ALS” and “Beat this For Bill”
By Chris Glatz, Glatz Management Services Inc.
More than a dozen TMA Chicago/Midwest members – along with over 100 family
and friends of the Bill Bloom family – gathered together at Montrose Harbor on
Saturday, September 9 for the annual two mile “ALS Walk 4 Life.” ALS (also
known as Lou Gehrig’s Disease) is a progressive, degenerative disease of the
nervous system.
TMA Members and friends teamed up to walk
and raise more than $3,000.
For the fourth consecutive year, the Chicago Chapter’s Community Service
Committee sponsored this effort as one of its ongoing programs to give back to
the community. TMA colleague and friend to many, Bill Bloom, was affected by this
disease for several years. Bill lost his battle to the disease this past year but the
more than 100 walkers continued the fight on that Saturday in Bill’s memory as
well as for all those who continue to struggle with this disease.
Photo by Chris Glatz, Glatz Management
Services Inc.
A special thanks goes out to all our TMA walkers and members who supported
this worthwhile project. Together, with Bill’s son, Jonathan Bloom (an active TMA
member), just over $3,000 was raised by our chapter members along with more than $40,000 more from Bill and Jonathan’s
family and friends. There were a few clouds in the sky but the sun was shining in everyone’s hearts knowing that together a
good friend was remembered and money was raised to work toward a cure for ALS in the very near future.
Charities Presented with Funds Raised at Annual
Golf Outing
By Chris Glatz, Glatz Management Services Inc.
The TMA Chicago/Midwest Chapter’s Annual Charity Golf Outing was once again
a huge success. With two 18-hole courses sold out, nearly 300 attendees were
able to enjoy some outstanding networking while raising money for two very worthy
charities: The Make-a-Wish Foundation and Children’s Memorial Hospital. Both
were the recipients of last year’s outing success; however, this year’s event
surpassed last year’s, allowing the leadership team and Community Service
Committee to present the two organizations a check for $12,000 each (20% more
than last year!) at our September breakfast forum. The ability to support these charities with such significant dollars is a direct result of
all those who attended and played. From yardstick purchases to mulligan coupons
to hole contests, the generosity of the entire group is applauded. Successful
events like a charity golf outing not only involve the attendees but the volunteer
leaders who helped organize it too. This event involves three of our active
Steering Committees: The Entertainment Committee, Sponsorship Committee and
Community Service Committee. Special thanks to all the co-chairs and members of
those committees for another rewarding and fun event. See you in 2007!
President-Elect Lisa Johnson,
Kathy Pollack of Children’s
Memorial Hospital, President
Bill Hass, Ann Cressy of
Make-a-Wish Foundation and
Community Service Committee
member Gerald O’Dwyer.
Photo by Linda Jacobs, Alert
Consultants
TMA • Chicago/Midwest Chapter • October 2006 • Page knowledge
to turn the tide
Huron Consulting Group is pleased to have been an integral part of
the successful Chapter 11 reorganizations of:
UAL Corporation – emerged from bankruptcy on February 1, 2006
Process Management, Valuation, and Chapter 11 Financial Advisory
Services to the Company
The Delaco Company – emerged from bankruptcy on March 14, 2006
Interim Management and Chapter 11 Financial Advisory Services to
the Company
Stephen Burns, Managing Director
312-880-3014
[email protected]
Michael Kennelly, Managing Director
312-583-8766
[email protected]
James Lukenda, Practice Leader
646-277-2207
[email protected]
Daniel Wikel, Managing Director
312-880-3003
[email protected]
Huron Consulting Group helps clients effectively address complex challenges that arise from litigation, disputes,
investigations, regulation, financial distress, and other sources of significant conflict or change. We also help
clients improve the overall efficiency and effectiveness of their operations, reduce costs, manage regulatory
compliance, and maximize procurement efficiency. Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500 companies, medium-sized businesses, leading
academic institutions, healthcare organizations, and the law firms that represent these various organizations.
Miller Park Outing Full of Suspense on the Field
By Michael Colloton, First Business Capital Corp.
On September 18, the Milwaukee Program Committee hosted the third annual networking event at Miller Park.
The Milwaukee Brewers played the division-leading St. Louis Cardinals in front of a crowd of approximately
20,000. There were more than 80 people in attendance with a good mix of members and non-members from
both Illinois and Wisconsin.
Networking was on most everyone’s mind but the baseball game was well worth the price of admission. The
Brewers took an early lead that they had built up to 3-0 by the seventh inning. Albert Pujols then proved why he
is the most feared hitter in the National League. With two outs in the top of the inning he hit a line drive, three-run
blast to left field that got out of the park in a hurry. This got the many Cardinals fans in attendance back in the
game and built up anticipation for an exciting finish. Nobody (well, with the exception of the Cardinal’s fans) was
disappointed. With two outs in the bottom of the ninth, Tony Graffanino fouled off six straight pitches before hitting a game winning
single for a 4-3 Brewer victory.
Many thanks go out to all those in attendance. We look forward to seeing you at next year’s game when the division leading Brewers
will play one of their lesser opponents!
TMA Women’s Group Takes a Walk in the Park
By Patricia Wu, Great American Group
The TMA Women’s Group hosted a Millennium Park presentation and tour on August 24. The evening began with tapas and
margaritas at the University Club, where members and guests enjoyed a slideshow presentation by Ed Uhlir, FAIA, Design
Director of Millennium Park. Uhlir was intimately involved in creating each element of the park from concept to completion.
He also serves as Executive Director of Millennium Park, Inc. (non-for-profit organization). Uhlir’s witty story-telling of his
experiences – with all layers involved with the Millennium Park saga, from the million dollar benefactors to the eccentric,
world-famous artists, to Mayor Daley and the press – was both entertaining and informative.
Following the presentation, the group followed Ulhir across the street to the park where he continued the presentation from
the Crown Fountain (Chicago faces blowing water), through the Lurie Garden, and ending at Cloud Gate, fondly known as
“The Bean.” The event was so successful that there were non-members praising the value of TMA and becoming members
themselves. Goes to show you how effective a walk in the park really is!
Thank you to the Women’s Group committee chairs and Chris Glatz and Sue Fischer for planning such a wonderful summer
event. For more information on the Women’s Group, please contact committee chairs Gail Heldke, Kim Metzner, or Patty Wu.
Schedules Pose Challenges, but Two Ride On
By Chris Glatz, Management Services Inc.
While competing with a plethora of TMA activities, various business pursuits and a change in the original date, the Second
Annual TMA Motorcycle Ride finally occurred on September
15 with a crowd of two. Conflicts played no part in the minds
of David Onion of Chicago Capital Holdings and prospective
TMA member Mark Homuth of IntraLinks Inc. The two kept
the tradition going by riding throughout scenic northern
Illinois, stopping for lunch at a popular spot on the Fox Lake
and finishing the day at The Broken Oar where, along with
some other bikers, they enjoyed some cold beverages and
admired some vintage bikes.
All in all, it was a beautiful day with blues skies and
temperatures in the upper 70s. And while the group was
small this year, a high level of interest is anticipated to keep
this TMA Chicago tradition continuing from year to year!
Mark Homuth and David Onion
TMA • Chicago/Midwest Chapter • October 2006 • Page 10
There’s a better way
to raise money.
Puritan Finance Corporation is ready with over
48 years experience in providing asset-based loans.
Having a client who is unable to meet conventional lending requirements can break a relationship.
But the hammer doesn’t have to fall. The solution is Puritan Finance Corporation.
• Receivables/Inventory Financing • Equipment Financing
• Monitoring and Auditing of Loans
•Real Estate Equity Financing
We work side by side with you and your clients to provide them with the working capital they
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Bank participations welcome. Contact us at 312-372-8833.
Puritan Finance Corporation
55 West Monroe Street
Suite 3590
Chicago, Illinois 60603
www.puritanfinance.com
Member:
Commercial Finance Association
TMA • Chicago/Midwest Chapter • October 2006 • Page 11
The Better Way to Raise Money Since 1958
Leadership Was the Topic at September Breakfast Forum
By Chad Peterson, Kellogg School of Management
The September Breakfast Forum on September 15 at the Mid-Day Club welcomed author and consultant Harry Nolan to
Chicago. As the author of the book Airline Without A Pilot – Lessons in Leadership, Nolan provided the group with a candid
discussion on leadership and the real life issues he has observed in a number of companies. He spent years researching
Delta Airlines, and drew on several examples from his research to demonstrate the importance of strong leadership in the
success or failure of a company.
More than 150 attendees enjoyed the stories and anecdotes conveyed by Nolan from his years of experience as a consultant
and advisor to several well known companies. The first 100 TMA members that registered for the event received a free copy
of Nolan’s book which has remained in the top 1% of all books sold on www.amazon.com for nine consecutive months.
Ed Marks, Mike Sarrito, Rhonda Cash
Pat Roa-Perez, Bob Handler
Harry Nolan
CTP Body of Knowledge Review – Summer Series Reflections
By Kevin A. Krakora, Mesirow Financial Consulting
With turnaround professionals looking for ways to distinguish
themselves from their peers, and potential clients looking
for differentiation among professionals on a short list, the
Certified Turnaround Professional (CTP) credential is
becoming more and more critical.
To help prepare candidates for CTP certification, the ACTP
offers the Body of Knowledge (BOK) courses. The BOK
courses are a series of review classes corresponding to the
three sections of the CTP exam: Accounting & Finance, Law
and Management. The courses are constructed to review the
BOK material that will be covered in the CTP exams.
While the BOK courses are ideal for turnaround professionals
preparing to take the CTP exams, they are also beneficial
for other professionals in the turnaround industry. For
instance, bankruptcy attorneys may want to participate in the
accounting and finance course to learn more about valuation
methodologies and financial concepts regularly used in
turnaround situations. Likewise, the workout officer or asset
based lender can use the law course as a way to learn more
about the legal issues faced in bankruptcies and out of court
restructurings. The 6.5 credits toward continuing professional
education are an added bonus for participating in a BOK
class.
Taught by a business school professor and a U.S. Bankruptcy
Judge, the courses provide an overview of the key concepts
and materials as well as an in-depth review of their practical
applications in real world turnaround situations. The courses
also encourage lively debate and discussion among
participating practitioners who share experiences, techniques
and war stories.
Although committing to the BOK courses and the CTP
exams for three Fridays and Saturdays during the summer
can be difficult (and quite a sacrifice when the sun is out),
the rewards of continuing education and, for some, attaining
the CTP designation are well worth the time and effort and
a satisfying recognition of the years of hard work in the
turnaround and corporate renewal industry.
This past summer, the three BOK courses were offered on
three Fridays followed by the exams on Saturday. Prior to the
classes, participants received binders of relevant texts and
reading materials to help prepare for the exams. In addition,
the binders contain sample questions designed to help in
studying for the exams.
Keep your eyes out for the next round of BOK courses to be
offered next summer.
Special thanks to Gardner, Carton & Douglas for hosting
the BOK classes and to Skadden Arps for hosting the CTP
exams.
TMA • Chicago/Midwest Chapter • October 2006 • Page 12
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Turning Challenges into
Today’s Opportunities and
Tomorrow’s Successes
Foresite Realty Partners’ expertise is
assisting lenders, creditors, servicers,
borrowers and owners create and maintain value through
the workout, turnaround, receivership, management,
leasing, disposition, redevelopment and recapitalization of
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847.939.6010 Main 847.939.6029 Fax
www.foresiterealty.com
The More You Know...
Did you know that if you pass the Certified Turnaround Professional (CTP) exam, you receive a free
membership to the Turnaround Management
Association (TMA)?
As if the benefits of joining the high ranks of current
CTP members were not enough, as a member of the
TMA you have the opportunity to network with other
industry professionals and participate in conferences
and programs that further educate you on the current
happenings in the turnaround community.
For more information, please contact Nicole Gibby at
(312) 578-6900.
Another Benefit for CTPs
Attention all new Certified Turnaround Professionals!
Pass the CTP exam and get your certificate framed.
That’s right, the Chicago/Midwest TMA Chapter
wants you to proudly display your new accomplishment, and to accomplish that, you will need a nice,
new frame for your office wall.
If you’ve recently passed the CTP exam, please
contact Chris Glatz at (815) 469-2935 or
[email protected] for details.
The Chicago/Midwest Chapter proudly recognizes thef ollowing organizations and their Certified
Turnaround Professionals (CTPs)
AEG Partners LLC
Lawrence Adelman
Cerberus Capital Management
Matthew Niemann
High Ridge Partners
Frank Wojtowicz
Alert Consultants, Inc.
James Rubenstein
Chatered Management
Company
William Avellone
Huron Consulting Group
Paul Rundell
AlixPartners LLC
Ronald Bienias
John Dischner
Michael Feder
Alvarez & Marsal Inc.
Brian Whittman
Atlas Partners LLC
Biff Ruttenberg
BBK Ltd.
Peter Pappas
Robert Webb
Buccino & Associates Inc.
Harry Novak
Burnham Venture
Management
Ran Anderson
Condor Financial Group Inc.
Gilman King
Conway, MacKenzie &
Dunleavy
Frank Mack
Joshua Siano
Jeffrey Zappone
Copperfield Chimney Supply Inc.
Michael Barry
Cosi Inc.
William Forrest
David C Finkbiner & Co SC
David Finkbiner
FTI Palladium Partners
Michael Buenzow
Capital Flow Corp.
Russ Jensen
Gandhi Consulting
Kiran Gandhi
Capstone Advisory Group
Jeffrey Hyland
Heartland Capital
Timothy Czmiel
Teamwork Technologies Inc.
William Hass
Kaufman Hall
Anu Singh
Morris-Anderson & Associates
Daniel Dooley
Robert Haldi
Larry Hennessy
Michael Jakolat
Robert Morris
William Van Der Weele
Robert Wanat
KDC & Associates
Patric Donahue
Promotory Point Partners
Jeff Vogelsang
Keystone Consulting Group
Brian Stewart
White Oak Group
Murray Lessinger
Dave Mack
ReesePartners
Sandy Reese
Kutchins, Robbins
Diamond Ltd.
Allen Kutchins
Shepherd Partners Inc.
Tony Natale
Lake Pointe Partners
David Allen
Randall Wright Patterson
Mesirow Financial Consulting
Thomas Allison
Melissa Knoll
Moglia Advisors
Alan Samsky
Morris-Anderson & Associates
David Bagley
Bernadette Barron
TMA • Chicago/Midwest Chapter • October 2006 • Page 14
The Enterprise Group Inc.
Dennis Kraska
Vector Consulting LLC
Michael Baratta
Wynnchurch Capital Ltd
Duncan Bourne
Samuel Williams
How to Obtain Bridge Financing for Your Turnaround Client
Through a Distressed Loan Sale
by Stephen G. Bernardo, Chief Operating Officer, Hilco Financial, LLC
Editor’s Note: In conjunction with the 2005 TMA International Conference held in Chicago, the Chicago/Midwest Chapter
produced a special insert in the October 17 Crain’s Chicago Business. As a result of an overwhelming response from our
membership, an overflow of articiles was received. This newsletter features two articles intended for the insert.
Borrower-initiated discounted loan sales are being used increasingly as a bridge-financing tool by companies in
turnaround. In this form of financing, a distressed debt buyer acts as a third-party conduit to acquire the borrower’s loan
from the bank’s workout department at less than par value. The debt buyer then steps into the shoes of the bank and,
thereafter, enters into a restructure or forbearance agreement previously negotiated with the borrower. The borrower gets
some measure of breathing room and flexibility, the bank exits the troubled loan and the debt buyer makes an investment
consistent with its charter.
The sale of distressed bank loans was borne out of the need by the Federal Deposit Insurance Corporation (FDIC) and
Resolution Trust Corporation (RTC) to liquidate a massive quantity of failed bank and thrift assets in the late 1980s and
early 1990s. As the secondary market of distressed debt buyers developed, the private sector followed suit as healthy
banks began divesting their portfolios of troubled commercial loans.
Today, many of the nation’s largest banking institutions regularly pool their sub-performing and non-performing loans and
auction these assets to a fairly broad investor universe. The process is either managed in-house, through the bank’s loan
sale group, or through distressed loan brokers. This is essentially the supply-side of the distressed bank loan market
– transactions driven by a financial institution’s desire to dispose of distressed assets as a portfolio management tool.
Individual companies using debt buyers as a bridge drive the demand-side of the market. This form of specialty financing
is growing in popularity. In fact, the sale of a single loan relationship by a bank to a debt buyer – a “one-off” transaction
–105084
is more7.5x5
likelyBW
to be
initiated by a proactive borrower or its restructuring professionals than it is the bank or note holder.
9/26/06 11:43 AM Page 1
Continued on page 16
105084
7.5x5
Wells Fargo Business Credit
BW
Harness Your Strengths
At Wells Fargo Business Credit we focus on our clients' strengths in order to provide innovative,
flexible financing solutions.We combine extensive experience,national resources and local presence
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TMA • Chicago/Midwest Chapter • October 2006 • Page 15
TMA Chicago-Midwest - April 2006.ai
4/3/2006
6:25:01 PM
Continued from page 15
DOING A DEAL
IN CANADA?
How demand evolves
The scenario plays out over and over. A company’s
performance deteriorates resulting in operating losses and
increased leverage. The bank downgrades the credit and
eventually transfers handling responsibility to its workout
professionals – also known as the “special” or “managed”
assets group. Invariably, the bank will demand better pricing
for the increased risk as re-pricing opportunities arise.
Even with enhanced pricing the bank is not happy. That is
because “criticized” or “classified” loans represent a major
drag on bank earnings. Beyond “specific” reserves that may
be required for individual credits, banks are also required
to set aside general reserves equal to a certain percentage
of the aggregate dollar amount of each risk rating category.
The percentages increase dramatically at the lower end of
the rating scale, such as with the regulatory classification of
“substandard”.
Beyond the reserve impact of workout loans, banks carefully
weigh other costs associated with holding adversely rated
credits. These include staffing, legal and valuation expenses.
Moreover, banks consider the potential negative impact that
chasing bad loans can have upon a bank’s reputation in the
local community.
C
M
Y
CM
MY
CY
CMY
K
BLAKES RESTRUCTURING & INSOLVENCY GROUP
Blakes has one of the highest regarded restructuring &
insolvency practices in Canada.
Blakes has been recognized as a leader in this area
by a number of the most highly regarded international
trade publications including PLC Which Lawyer? Yearbook
2006, Chambers Global: The World's Leading Lawyers for
Business 2006 and Law Business Research’s The International
Who's Who of Business Lawyers 2006. Blakes Restructuring
& Insolvency Group has experience in every step of the
cross-border restructuring process from lifeline financing,
to distressed acquisitions, to the successful rescue of a
viable business.
We are the only Canadian law firm with an office in
Chicago, where we practice exclusively Canadian law.
In Canada, the U.S. and abroad, Blakes means business.
To find out more about our restructuring & insolvency
practice, contact Linc Rogers at 312.739.3613 or visit us
at www.blakes.com.
CANADIAN LAWYERS
M O N T R É A L O T TAWA T O R O N T O C A L G A R Y VA N C O U V E R N E W Y O R K C H I C A G O L O N D O N B E I J I N G
PRACTICE RESTRICTED TO CANADIAN LAW - BLAKE, CASSELS & GRAYDON (U.S.) LLP
Banks dealing with loans in workout typically assign one
of two exposure strategies: (1) “maintain” or (2) “exit”. A
“maintain” strategy signifies the bank hasn’t given up on
the relationship – leaving the possibility of a turnaround
and eventual return of the loan to the appropriate unit.
Alternatively, the more urgent “exit” strategy signals that the
credit presents an undue risk to the bank, and the borrower
is asked to refinance. Not coincidentally, the point in time at
which the bank gives the nudge may be the least opportune
time for the borrower to refinance with another lender. Enter
the distressed debt buyer to provide an effective form of
bridge financing.
How the sale works
Directly, or through its financial advisors, a company seeking
replacement financing approaches a distressed debt buyer
about the opportunity. The debt buyer will first need to
determine whether the company’s bank would be open to the
concept of accepting a discounted payoff of its debt. If the
answer is a steadfast “no”, there is little reason for the debt
buyer to proceed. However, given enough weaknesses in the
credit, the answer to this question will usually be “yes”.
The debt buyer will then sign a confidentiality agreement
with the borrower and perform limited due diligence to mainly
understand cash flow and collateral values. The primary
objective is to reach an agreement on the terms of a debt
restructure or forbearance – contingent upon the debt buyer
acquiring the note from the bank. Once the debt buyer better
understands the company and what type of restructure is
feasible (or pre-agreed upon), a preliminary, non-binding offer
(or “indicative bid”) is made to the bank. The bid amount is not
disclosed to the company – and is maintained confidentially
between the debt buyer and bank.
TMA • Chicago/Midwest Chapter • October 2006 • Page 16
If the bank accepts the offer, the debt buyer will sign a
confidentiality agreement with the bank and conduct its due
diligence – primarily to establish a comfort level with the
existing loan documentation. As noted above, an indicative bid
is not truly binding on the debt buyer. Were the debt buyer to
discover information in the bank’s files which materially differs
from that reasonably relied upon by the debt buyer (e.g. the
bank’s lien is a second, not a first), that could be sufficient
reason to withdraw the bid. However, absent an egregious
situation, most indicative bids are honored. Debt buyers are
extremely protective of their reputations with banks.
In a discounted loan sale, the cornerstone document is the
loan sale agreement. Typically, the only warranties given by
the bank involve the bank being the rightful owner of the note
and the outstanding balance of such note. The bank will also
be required to disclose any pending or threatened litigation
with the borrower. The promissory note is endorsed to the debt
buyer like any other negotiable instrument. Mortgages and
other collateral documents are assigned to the debt buyer.
Why the concept works for borrowers
It is useful to understand that the core competence of a debt
buyer is dealing with poorly- performing companies and undercollateralized loans. This is the fundamental premise upon
which a debt buyer will acquire a troubled loan. The fact that a
borrower’s current cash flow is insufficient to cover reasonable
debt service, or LTV is over 100%, is not critical. These factors
simply affect bid price. The loan may even be in payment
default.
Ideally, the debt buyer and borrower will execute a term
sheet – subject to successful acquisition of the debt at a
price acceptable to the debt buyer in its sole discretion. The
economic terms of the deal the debt buyer reaches with the
borrower naturally play a large role in what is offered to the
bank for its debt. However, the debt buyer will also factor-in
the possibility that the borrower could backtrack on the terms
of a restructure, or otherwise default on the deal soon after the
debt is acquired. Were this to happen, the debt buyer would
be faced with a set of circumstances similar to that which
the bank had faced. Herein lay the reasons why this concept
works.
First is the debt buyer’s lower cost basis than the bank. The
difference between the amount the borrower will pay the
debt buyer on a restructured note (the “legal debt”) and the
amount paid by the debt buyer for the loan (the “basis”) is
referred to as “built in” yield. Second is the debt buyer’s much
greater flexibility regarding arrangements that can be made
with the company. This could also include some level of debt
forgiveness. Almost anything that makes economic sense is
possible, which is not always the case in a regulated banking
environment.
When you find
yourself in turbulent
waters, consider a
different course.
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streamlines your operation to navigate
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When costs are rising and margins are dwindling, the time
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Getzler Henrich has 40 years of experience navigating
companies through crises and turnaround situations.
Over that time, we have honed the Getzler Henrich Lean
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So don’t rely on conventional techniques when the situation
calls for drastic measures. Engage the company with a
portfolio of successful turnarounds - Getzler Henrich.
www.getzlerhenrich.com
Why the concept works for banks
The major advantages to the bank in selling a distressed
relationship to a debt buyer are that it is fast, certain and final.
Continued in page 21
TMA • Chicago/Midwest Chapter • October 2006 • Page 17
800.225.1025
Real Challenges. Real Solutions.
Chicago Chapter Member News
Bill Hass and Shep Pryor presented their recent book,
“Building Value through Strategy, Risk Assessment, &
Renewal” to the University of Chicago’s Graduate School of
Business on Tuesday, September 12, 2006.
Aaron L. Hammer, Esq. of Freeborn & Peters LLP was
recently featured with other industry experts as a panelist
in Financier Worldwide’s roundtable on trends in the U.S.
bankruptcy market.
Navin Nagrani, Hilco Real Estate, was recently appointed as
Director of Strategy for the Young Real Estate Professionals
group.
Bob Heinz, Midwest region manager of Norfolk Business
Capital Corp, is pleased to announce that Christopher Gribble
has joined their new Indianapolis office as vice president of
new business development.
William S. Hackney, co-chair of the Chicago/Midwest TMA’s
Future Leaders’ Committee and an attorney with Much Shelist
Freed Denenberg Ament & Rubenstein, P.C., is running for the
Illinois State Senate seat for the 6th Legislative District. The
6th Legislative District encompasses substantial portions of
northern Chicago, including the neighborhoods of Lakeview,
Lincoln Park, Wrigleyville, and Roscoe Village and parts of the
Gold Coast, Old Town, Bucktown, Uptown and Lincoln Square.
More information is available at www.hackneyforsenate.com.
The general election is Tuesday, November 7, 2006.
Barbara L. Yong, a partner at Golan & Christie LLP
practicing bankruptcy and commercial litigation, was recently
elected president-elect of the Illinois Federation of Business
and Professional Women. Barbara will be installed as
President of BPW/IL next April.
Jerome Lipman of Frost Ruttenberg & Rothblatt P.C. was
recently appointed to the 2007 National Association of
Certified Valuation Analysts annual conference planning
committee’s forensic accounting subcommittee. He has
spoken twice this year on a divorce accounting update for
two chapters of the Illinois CPA Society as well as being
reappointed to the ISCPA consulting services executive
committee.
Colin Cross, Dan Dooly and Frank Mack were interviewed
by DowJones Newswire for its August 29th edition, titled
“Turnaround Firms Seek Hedge-Fund, Private-Equity
Clients.”
“Perfecting the Art of International Management and
Investment” was the name of the article authored by Ireland
Stewart in the July 2006 edition of “USA Today Magazine.”
Praveen Gupta of Accelper Consulting is offering a new
business innovation course at Illinois Institute of Technology
in the Fall 2006 semester using his recently completed book,
“Business Innovation in the 21st Century.”
Kevin Cleary of Fort Dearborn Partners Inc. is happy to
announce Kevin O’Brien has joined the firm as a senior
manager. O’Brien has over 26 years of financial, accounting,
operational, CFO and crisis management experience.
Problems Solved
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At First Business Capital Corp., we fuel expansion and turnaround opportunities with innovative,
asset-based lending solutions. And because we do it with the same unmatched personal service,
flexibility and integrity you’ve come to expect from the First Business family of companies, you
know we can be trusted to keep our promises. That’s why small- to mid-market companies turn
to First Business Capital Corp. to find the capital they need, borrowing $500,000 to $5,000,000
and more. We expertly help highly leveraged companies in transition make the most out of what
they’ve got. Visit fbcapital.com, or call:
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TMA • Chicago/Midwest Chapter • October 2006 • Page 18
Harold D. Israel, counsel in the Business Reorganization
and Creditors’ Rights Department of Kaye Scholer, coauthored an article in the September 2006 edition of the
Journal of Corporate Renewal titled “Too Close for Comfort?
Trying to Save Family Business Can Be Risky Business.”
This article analyzes the equitable subordination and debt recharacterization risks for family members selling, or investing
in, a troubled family business.
On October 16th, Dan Wikel, managing director at Huron
Consulting Group, spoke at the Association of Financial
Professionals Annual Conference in Las Vegas, NV. Dan
participated on the panel “Understanding Your Credit
Agreements and How to Live with Them - Compliance
Matters & Recent Trends,” along with Linda Myers of Kirkland
& Ellis and the treasurer of United Airlines.
Ross Ettin, vice president of Great American Group,
Healthcare Services, was featured on the cover of the
September 2006 issue of the Medical Dealer. The feature
included a discussion with Ettin and Harvey M. Yellen, Great
American Group CEO, regarding the challenges healthcare
organizations face today and what can be expected for the
future.
Morris-Anderson & Associates Principal and TMA Chicago/
Midwest 2005 President Dan Dooley spoke on September
14 at the Jacksonville, FL, TMA luncheon on the topic of
selling distressed businesses.
Jamie L. Hadac, who joined Foresite Realty Partners
LLC (“Foresite”) in early 2006, has been promoted to vice
president. Prior to joining Foresite, Jamie was employed
for eight years as an asset manager with Prudential Real
Estate Investors. Jamie is also a new member of the TMA
Chicago/Midwest Chapter. Foresite is a leading third-party
provider of asset management services including “properties
in transition,” receivership and advisory services.
Jack B. Fishman, Esq. recently spoke at the Florida Bar
Business Section retreat on “Wind Downs, Preferences and
Other Matters Affected by BAPCPA.” Jack is the executive
managing director of Bankruptcy Advisory Services (f/k/a
Novare, Inc.), an EPIQ Systems company.
Bob Jordan of InterimCEO announces that their portfolio
company, Innerworkings Inc., went public in August (Nasdaq:
INWK) and was profiled in the Wall Street Journal the day
after the opening, highlighting a 16% rise in the stock price
from the offering. Innerworkings saves corporations money
on their printing costs.
Lake Pointe Partners LLC Managing Partner Randall
Patterson was quoted in the September 7 issue of The
Secured Debt Report. Speaking on the topic of the American
Remanufacturers’ Association and the second lien spread,
Patterson said that the case had caused spreads to widen
recently. He commented on the widening yields on second
liens, saying that any economic downturn could cause
liquidity to dry up, taking investor compensation with it. “It’s
the fool theory. Everyone thinks someone will always be there
to take them out of their position. At some point in time, there
will be no one to take them out.”
DLA Piper is proud to sponsor the
Turnaround Management Association’s Chicago/Midwest Chapter
DLA Piper’s national bankruptcy and restructuring team has in-depth experience in all
aspects of bankruptcy and restructuring proceedings. We represent lenders, debtors,
creditors’ committees, and other major constituents in many of the largest bankruptcy
cases pending in the country.
For more information:
Mark A. Berkoff
312.368.7090
[email protected]
DLA Piper US LLP
John T. Cusack
312.368.4049
[email protected]
203 N. LaSalle Street, Suite 1900
Chicago, Illinois 60601-1263
www.dlapiper.com
www.dlapiper.com
TMA • Chicago/Midwest Chapter • October 2006 • Page 19
What’s the Deal?
Doing Business in Chicagoland and the Midwest
rejects, increasing sales and reducing overhead. The
company has exceeded its forecast submitted to the bank for
each of the first seven months. David C. Finkbiner & Company S.C. recently completed the
turnaround of a privately held Wisconsin machining company
experiencing losses of 15% on sales with a negative net
worth equal to 46% of assets. The company and all jobs were
saved, ownership remained intact, and 91% of the unsecured
debt were paid in full. During the past year, the company
achieved an 11.1% operating profit.
Don Shapiro, president/CEO of Foresite Realty Partners
LLC, has recently been elected to be the court appointed
receiver for St. Clair Arms Apartments, a 108-unit apartment
building containing 15,000 square feet of ground floor retail in
Dayton, OH. Foresite is a leading third-party provider of asset
management services including “properties in transition,”
receivership and advisory services.
Kevin W. Cleary, managing director of Fort Dearborn
Advisors LLC, is please to announce the sale of National
Fruit Product Company Inc. (NFPC) to NFP Holdings
LLC. NFPC is a nearly 100 year old regional processor of
branded apple sauce, apple juice, apple vinegar and other
fruit products with approximately $100 million in revenue. Most products are sold under the flagship White House
brand which enjoys wide recognition in its geographic market
and leading market share in key product categories. The
company sells product primarily to leading retailers such
as Food Lion, Winn Dixie, Publix and Wal-Mart with stores
located in the southeastern U.S.
Suzanne Koenig of SAK Management Services LLC leased
two continuing care retirement centers in conjunction with
Wakefield Capital LLC, out of Chevy Chase MD. Each facility
offers several levels of care for seniors so they can age in a
place where their medical needs continue to change as they
continue to age. Walnut Grove Village LLC is in Morris, IL,
and has 97 skilled beds, 24 shelter beds or assisted living,
and 30 Independent Cottages. Coventry Living Center LLC
has 122 skilled beds, eight shelter or assisted living beds and
68 Cottages for seniors to live independently. Both of these
facilities can be added to SAK Management’s portfolio of
facilities that will be restructured to operate more efficiently
and effectively.
A. Epstein and Sons International Inc. (“Epstein”) will
renovate and expand a manufacturing and distribution facility
for ACCO Brands Corp. in Booneville, MS. The $55 million
design-build project includes major renovations to improve
productivity and three new buildings totaling 570,000 square
feet. Epstein earlier provided facility assessment and masterplanning services to ACCO.
Focus Management Group, under the guidance of
managing directors Ken Naglewski and Jim Hopwood, acted
as financial and restructuring advisor to Sylvest Farms Inc. in
its bankruptcy filing and subsequent sale of its assets to Koch
Foods Inc. under section 363 of the bankruptcy code. DIP
financing was arranged with Wachovia Bank.
A team of Focus Management Group professionals, led
by managing director Samuel Williams, recently facilitated a
chapter 11 reorganization of Plymouth Rubber Company and
its subsidiary, Brite-Line Technologies. The debtors emerged
from bankruptcy on August 31, with exit financing provided by
Chrysalis Capital Partners and Wells Fargo Business Credit.
Bibby Financial Services has expanded its U.S. business
with the establishment of a dedicated division focused solely
on the funding of trucking receivables, Bibby Transportation
Finance, based in Nashville, TN. Uniquely, this new business
complements its sister division, Bibby Distribution Services,
which is the largest family-owned logistics company in the UK.
Great American Group is conducting store-closing sales for
11 Copeland Sports locations in California, Utah, Nevada and
Oregon. Copeland is a sporting goods retailer with a unique
seven shops-in-one format, including golf, women’s, outdoor,
fitness, cycle, athletics and a board shop.
TMA Members: Submit your “What’s the Deal?” information
to Chris Glatz at [email protected]. Only one
transaction per company, per issue, please.
Mesirow Financial Consulting (“MFC”) was retained
by Carter Grandle, a high-end patio furniture manufacturer,
to assist in its financial and operational restructuring which
ultimately led to a successful debt refinancing of $18.7
million. Through its refinancing efforts, MFC facilitated a new
debt structure which provided the company an additional
$4 million in liquidity at closing. This refinancing was
successfully completed out of court.
For Sale
Electronic Assembly Manufacturer
Keystone Consulting Group LLC recently led the
turnaround of an Ontario-based automotive supplier with
major initiatives including increasing productivity, reducing
$4.5MM Sales Strong EBITDA
Call 847-501-5000
Alert Consultants
TMA • Chicago/Midwest Chapter • October 2006 • Page 20
Continued from page 17
To a workout officer, it’s not uncommon to hear a borrower say “if I could raise X amount through a refinancing, would the bank
accept a discounted payoff?” The problem with this picture is that the borrower’s offer is so conditional such that it doesn’t
justify a truly thoughtful response. Consider the analogy of someone that walks on a car lot and says to the salesperson “I’m
not ready to buy a car today, but if I were, what’s your best price?” Few workout officers care to squander precious time
and effort – and risk their credibility with senior management – to seek approval for a “maybe” scenario. This is particularly
true when the request involves debt forgiveness. In contrast, the alternative scenario involves the bank being contacted by a
reputable debt buyer that has performed enough due diligence with the company to tender the bank an indicative bid.
In a loan sale, a third party with whom the bank is dealing with directly is funding the bank’s exit. This affords the bank a
measure of control– which is not the case in a scenario where the debtor attempts to refinance with an entirely new loan
transaction. The discounted loan sale approach also eliminates the significant time and cost associated with documenting
a new loan documentation. Rather, the debt buyer simply leverages the existing loan documentation, so long as it is not
materially deficient. After the note is acquired, amendments to the
existing documentation will likely be needed, but this is a world away
from having to re-document the entire loan transaction.
For a company already cash strapped, avoiding the costs associated
with a new loan transaction is important to preserving value. Since
a debt buyer will likely only want to be an 18 to 36 month bridge,
the company will eventually need to find a home with a permanent
lender, but these costs are deferred at a critical time for the company.
Banks – and particularly those operating in smaller communities
– don’t like to set precedent when it comes to discounting debt in
bilateral transactions with their borrowers. However, banks typically
will be more agreeable to selling the discounted note to a third party.
The money is all the same color, but there’s a certain psychology
that works against discounting the note directly with the borrower. To
this point, a common provision in the loan sale agreement between
a bank and debt buyer will prohibit both parties from disclosing the
price at which the note was sold, thereby protecting the mutual
interests of the bank and debt buyer.
Discounted Loan Sales…a Win! Win! Win!
The discounted loan sale concept creates value for all parties.
It provides the borrower much-needed time and flexibility until a
permanent financing source can be procured. The bank exits a
troubled loan quickly and quietly. Moreover, since the borrower
brought the debt buyer into the transaction, there’s no element of
surprise when the loan is sold. The discounted loan sale provides
the debt buyer with the opportunity for an attractive return on its
investment.
For all the foregoing reasons, borrower-initiated discounted loan
sales are growing in popularity. They can be an important and
useful tool for turnaround professionals where a client needs bridge
financing and it must be obtained quickly.
About the Author
Stephen G. Bernardo is Chief Operating Officer of Hilco Financial,
LLC. Based in Canton, MA, Hilco Financial purchases distressed
bank debt from $1 to $10 million. Mr. Bernardo is a seasoned
financial services professional with more than 19 years of experience
in loan workout, asset-based lending and distressed loan acquisition
and management.
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TMA • Chicago/Midwest Chapter • October 2006 • Page 21
New Members Are the Strengeth of
our Organization
We would like to welcome the following new members to the
TMA. We are just moments away from our 1,000th member
- to join, please see the membership application on page 27.
Brett Anderson, Huron Consulting Group
Margaret Anderson, Lord Bissell & Brook LLP
Paul Andrews, Scouler Andrews LLC
Sean Bisceglia
Kevin Block, Williams & Williams
Robert Brogan, Alvarez & Marsal Business Consulting LLC
Jarrod Butcher, Yantek Consulting Group Inc.
Rhonda Cash, RGL Forensic Accountants & Consultants
Edward Cervac, Hilco Appraisal Services LLC
Maggie Coleman, The Staubach Company
Aaron Deer, Fort Dearborn Partners Inc.
Eric Dunn, PSC Group
Arnold Getz, Berget Trading Inc.
Paula Giovacchini, Akina Corporation
Christopher Gribble, North Fork Business Credit
James Hanlon, Howrey LLP
Robert Hinson, Platinum Funding Group
Jason Hoefler, Bank of America Business Capital
John Hopkins, adapt2grow
William Hubbard II, Hubbard Business Counsel
Scott Kohler, Silverman Consulting
Timothy Masek, TMB Industries LLC
Keith Mason, Crestmark Bank
James McCambridge, The Dear LLC
Matthew McClintock, Freeborn & Peters LLP
John McKinney, University of Chicago
Jeff Mengel, Plante & Moran
Jake Miller, Oak Point Partners
Brenda Miller, AlixPartners
Kathleen Montague, Mesirow Financial Consulting LLC
Tiffany Natale, Keystone Consulting Group
Craig Newman, Medical Capital Group
Sven Nylen, Freeborn & Peters LLP
John O’Brien, Airoom Holdings Corp.
Michael Oleshansky, Industrial Opportunity Partners
Jeffrey Ottens, Huron Consulting Group
Jason Paru, Mesirow Financial Consulting LLC
Chris Pirrera, FTI Consulting Inc.
Jeffrey Potter, Mesirow Financial Consulting LLC
Scott Radwan, UniSource Services Inc.
Terrance Radwan, UniSource Services Inc.
Gaspare Ruggierello, DeRico and Associates PC
Daniel Sennett, Strategic Solutions Inc.
Susan Silver, Millennim Properties R/E Inc.
Susan Smith, Performance Consulting Group
Bob Stegmann, Tatum LLC
Lowell Wallace, Marketing Valuation Partners LLC
Thomas Weidenmiller, Weidenmiller Company
TMA • Chicago/Midwest Chapter • October 2006 • Page 22
Cooperative Efforts Lead to Successful
Outcomes
by Brent Kugman, Kugman Associates, Inc.
The common goal for the client and business advisor
relationship is a successful outcome to very often complicated
business dilemmas. There are several parties, other than the
client (company), who also want success, and those are the
lenders, investors, suppliers, employees, and the list goes on. A
key component to success is cooperation among all the parties
involved, particularly since these parties may have diverging
interests. Without true cooperation that balances the parties’
interests, the process to success can fragment and a less than
desirable outcome can occur. The past 23 years of providing
professional services to clients have given us insight into what
is involved in the cooperative efforts that have led to successful
business outcomes. The following will describe these aspects,
yet it is by no means complete. Given a specific situation the list
can run deep but the following will certainly provoke thought and
get you headed in the right direction.
Call us when you or
your clients need a
lawyer in Indiana.
Product Rationalization and Capital
Representing numerous clients in various industries over the
years, we have found that clients essentially have a good grasp
of many aspects of their business, except for one, capitalization.
The proper level of capital (for these purposes we will define
capital as equity, sub-debt and senior debt) is essential for
achieving desired operating results and goals. Often we review
what appears to be a reasonable operating plan without proper
consideration given to the actual levels of capital required to
achieve the client’s operating goals. For instance, adding new
products or product lines to existing product families can be
challenging. If you are manufacturing, then you must consider
as part of the equation, R&D, aspects related to testing,
performance and quality control of the new product, including
market acceptance. Timing of these activities alone can create
a liquidity drain on existing resources. The actual time frames
calculated in the appropriately constructed financial model gives
management a more precise understanding of capital required
in a given situation. However, the operating assumptions
driving the financial results must be realistic to be useful. The
first product concept meeting to placing the product on the
distributor’s shelf and the subsequent collection of accounts
receivable is required in this instance to provide management
with a realistic idea of timing and the magnitude of the task at
hand. In this example, it is assumed that strategic benefit will
be achieved from new product roll out. Consideration must be
given to the opportunity cost of management’s time and ability to
successfully “role out” new product versus maintaining existing
product and inventory levels thereby penetrating the market
with already proven product lines. The idea of adhering to the
core competencies and measuring the result of putting the same
incremental efforts into other more familiar areas should be
reviewed in any new product role out.
Another difficult decision regarding product rationalization has
to do with sticking to the core competencies that made the
company great in the first place. Capital drains occur when
customer relationships are no longer economical to maintain
and when factors such as foreign competition, introduction of
Sommer Barnard is a full service
business law firm of 100 attorneys,
including 12 in our Business Workouts
and Bankruptcy Practice Group.
World Headquarters:
Indianapolis, Indiana
Jerald I. Ancel Ɣ Michael P. O’Neil
One Indiana Square, Suite 3500, Indianapolis, IN 46204
Telephone: (317) 713-3500 Facsimile: (317) 713-3699
Toll-free: 800-487-4001
www.sommerbarnard.com
Continued on page 25
TMA • Chicago/Midwest Chapter • October 2006 • Page 23
Distressed ad bw 5_06
5/22/06
9:45 PM
Page 1
Distressed Advisory Services
The professionals at Stout Risius Ross have significant experience advising clients in
distressed situations. SRR’s expertise spans a broad spectrum of engagements including:
•
•
•
•
•
•
•
§363 Sales
Financings (Debt, Equity, DIP)
Out-of-Court Restructurings
Debtor Representation
Creditor Representation
Other Special Interest Representation
Crisis Management
•
•
•
•
•
•
•
Supply Chain Risk ManagementSM
Financial Due Diligence
Operational Due Diligence
Litigation Advisory
Expert Testimony
Fairness Opinions
Business and Asset Valuations
Please contact: Timothy F. Cummins at 312.752.3305 or [email protected]
Richard J. Flynn at 312.752.3324 or [email protected]
Robert A. Lack at 312.752.3351 or [email protected]
www.srr.com
Investment banking services provided through Stout Risius Ross Advisors, LLC, member NASD.
All other services provided through Stout Risius Ross, Inc.
TMA • Chicago/Midwest Chapter • October 2006 • Page 24
Turnaround Management Association
Chicago/Midwest
2006 Board of Directors
and Steering Committees
Continued from page 23
new alloys and materials into a particular
industry, technological obsolescence
come into play. These factors can create
havoc at any given time. Make versus
buy decisions can reshape an entire
organization and management must be
proactive in understanding these changes
in their industry and react to them
accordingly. Liquidity and profitability are
key indicators for success. True economic
growth should never be confused with
expansion nor is achieving the next
mental benchmark – be it $100 million in
annual revenues, $500 million or a billion
– the proper direction for a stable financial
future. Instead, smaller scale with real
growth and Net Income is generally
the goal. Maintaining a strategic plan/
initiative is important however; it must be
supported by a solid operating plan with
proper capitalization being one of the key
goals and measures. Focusing on the
appropriate key business indicators that
drive a business must also be considered
and measured regularly for success.
Management and Execution Strategy
About one month ago, a friend of mine
who is a practicing transaction attorney
representing investment firms, financial
institutions and other companies was in
a meeting with me and a mutual client for
the majority of the day. At the end of the
meeting, he commented to me on how
many times the term “Execution Strategy”
was used and he asked me why. Directly,
I expressed my concern for the client
and the fact that their management
and execution plan was flawed. I then
attempted to make certain the client
understood that the plan would only work
if the moon, stars and sun were in perfect
alignment. In other words, the likelihood
of each component of their plan falling
into place was slim. One problem included
internal company concerns pertaining
to management in four locations
accomplishing tasks required of them
with little supervision. Other problems
involved whether the supply chain would
be able to feed this process in a JIT (Just
in Time), or in this case, just in the nick
of time basis. There were many other
concerns, the totality of which comprised
of two major concerns – management
strategy and execution risk. Management
did not clearly understand the constraints
being placed on them to meet the timing
of these tasks, nor did they identify a
strategic solution to the fact that much
Officers
Committee Chairs
President-Elect
Lisa N. Johnson
Wells Fargo Business Credit Inc.
708-386-0899
[email protected]
Mitchell B. Rasky
LaSalle Business Credit
312-904-8858
[email protected]
President
William J. Hass
Teamwork Technologies Inc.
847-564-5575
[email protected]
Vice President-Programs
Norman B. Newman
Much Shelist
312-521-2492
[email protected]
Vice President-Communications
Joseph J. Fobbe
PNC Business Credit
312-338-5688
[email protected]
Vice President-Community Service
Thomas E. Pabst
Great American Group
847-444-1400
[email protected]
Secretary
Gail D. Heldke
Wells Fargo Business Credit Inc.
312-846-4455
[email protected]
Treasurer
Carl Lane
Deloitte Financial Advisory Services LLP
312-486-3069
[email protected]
Administrator
Christine M. Glatz
Glatz Management Services Inc.
815-469-2935
[email protected]
Awards
David E. Mack
White Oak Group
847-441-1867
[email protected]
Ken Yager
Morris-Anderson & Associates Ltd.
312-254-0897
[email protected]
Breakfast Programs
Thomas E. Pabst
Great American Group
847-444-1400
[email protected]
Chad Peterson
Kellogg School of Management
312-795-0453
[email protected]
Harold D. Israel
Kaye Scholer LLC
312-583-2333
[email protected]
Communications
Cheri Anderson
Lake Pointe Partners
312-857-0000
[email protected]
Mark Leipold
Gould & Ratner
312-899-1651
[email protected]
Joseph J. Fobbe
PNC Business Credit
312-338-5688
[email protected]
Ex-Officio Past President
Daniel F. Dooley
Morris-Anderson & Associates Ltd.
847-768-4408
[email protected]
Community Service
Jim Vargo
HDUSA
708-649-7505
[email protected]
Directors
Jonathan Bloom
Hilco Receivables
847-418-2716
[email protected]
Robert A. Morris
Morris-Anderson & Associates Ltd.
312-437-4747
[email protected]
Sid Lambersky
Morris-Anderson & Associates Ltd.
312-437-4747
[email protected]
Al DeGuzman
PNC Business Credit
312-338-5640
[email protected]
Thomas E. Jones
Concord Financial Advisors
312-663-6684 x 224
[email protected]
CTP Relations
Randall Wright Patterson
Lake Pointe Partners
312-857-0001
[email protected]
Chad Peterson
Kellogg School of Management
312-795-0453
[email protected]
Bernadette M. Barron
Morris-Anderson & Associates Ltd.
312-855-0040
[email protected]
Kimberly A. Metzner
The Collateral Resource Group LLC
847-681-8850
[email protected]
Duncan S. Bourne
Wynnchurch Capital
847-604-6104
[email protected]
Mark K. Gertzof
Merrill Lynch Capital
312-499-3338
[email protected]
Continuining Education
Anu R. Singh
Kaufman Hall
847-441-8780
[email protected]
Harold D. Israel
Kaye Scholer LLC
312-583-2333
[email protected]
Kelly T. Frank
Auction Servcies Group
312-223-8324
[email protected]
Kevin A. Krakora
Mesirow Financial Consulting LLC
312-595-8511
[email protected]
Frank Mack
Conway, MacKenzie & Dunleavy
312-220-0100
[email protected]
Ray Anderson
Burnham Venture Management
630-835-4298
[email protected]
Entertainment
Suzanne Koenig
SAK Management Servcies LLC
773-202-0000
[email protected]
Continued on page 26
TMA • Chicago/Midwest Chapter • October 2006 • Page 25
Jeffrey S. Hyland
Capstone Advisory Group
312-674-9674
[email protected]
Jason Leuvoy
Presidential Financial Corporation of the Midwest
312-222-9655
[email protected]
Financial
Mark K. Gertzof
Merrill Lynch Capital
312-499-3338
[email protected]
Parliamentarian
Chrisopher J. Horvay
Gould & Ratner
312-899-1624
[email protected]
Pro Bono
David D. Onion
Chicago Capital Holdings LLC
630-455-1002
[email protected]
James M. Rubenstein
Alert Consultants Inc.
847-501-5000
[email protected]
Raymond M. Neihengen
White Oak Group
847-441-2973
[email protected]
Harry R. Novak
Buccino & Associates Inc.
312-629-1200
[email protected]
Carl Lane
Deloitte Financial Advisory Services LLP
312-486-3069
[email protected]
Public Relations
Drew Cardonick
Goldberg Kohn
312-201-3921
[email protected]
Future Leaders
Barry W. Dubin
Kellogg School of Management
312-420-1505
[email protected]
Michael Ban
Capital TempFunds
773-388-8382
[email protected]
Jason Edelson
Transcap Trade Finance LLC
847-753-9600
[email protected]
Sid Lambersky
Morris-Anderson & Associates Ltd.
312-254-0880
[email protected]
Bill Hackney
Much Shelist
312-521-2000
[email protected]
Special Programs
Robert A. Morris
Morris-Anderson & Associates Ltd.
847-945-0767
[email protected]
Inter-Chapter
Paul E. Krantz
GMAC Commercial Finance
312-775-7062
[email protected]
Norman B. Newman
Much Shelist
312-521-2492
[email protected]
Howard J. Mullin
Morris-Anderson & Associates Ltd.
847-475-0673
[email protected]
Frank Melazzo
Getzler Henrich & Associates
312-474-6177
[email protected]
William Reimnitz
Riviera Finance
630-627-8750
[email protected]
Sponsorship
Thomas F. Thompson
PNC Business Credit
321-338-5650
[email protected]
Membership
David Bogetz
Burnham Capital Partners LLC
312-261-6936
[email protected]
Thomas E. Jones
Concord Financial Advisors
312-663-6684 x 224
[email protected]
Kevin A. Krakora
Mesirow Financial Consulting LLC
312-595-8511
[email protected]
Teresa B. Gerlach
North Fork Business Capital Corp.
630-684-7202
[email protected]
Bob Handler
Commercial Recovery Associates LLC
312-428-4858
[email protected]
Web Site
Kelly T. Frank
Auction Services Group
312-223-8324
[email protected]
Thomas E. Jones
Concord Financial Advisors
312-663-6684 x 224
[email protected]
Michael L. Kayman
630-531-6050
[email protected]
Milwaukee Programs
Philip L. Ostroski
Associated Commercial Finance
414-283-2367
[email protected]
Women’s Group
Patricia M. Wu
Great American Group
847-444-1400
[email protected]
Michael R. Colloton
First Business Capital Corp.
262-792-7180
[email protected]
Kimberly A. Metzner
The Collateral Resource Group LLC
847-681-8850
[email protected]
Daniel G. Quirk
AccuVal Associates Inc.
847-876-1454
[email protected]
Gail D. Heldke
Wells Fargo Busienss Credit Inc.
312-845-4455
[email protected]
Bob Ollhoff
M&I Bank
262-767-5680
[email protected]
Continued from page 25
larger and sophisticated competitors, with more time available to
execute on similar plans, were already in the marketplace. These
companies had more resources and perhaps more sophisticated
controls in place, including better accountability for their people and
processes. Plus, these competitors have the wisdom that comes with
experience to understand the complexities contained in the processes
and to execute a strategy that clearly works.
Thank goodness for sophisticated modeling techniques and
communication skills, for we were then able to model the results with
substantive operating assumptions to support the weaker financial
assumptions. By the way, these financial assumptions did appear
sound, until, items such as purchasing, logistics, expediting were
considered. Taking into account items such as meeting the deadlines
required products dense in weight to be air freighted in from Hong
Kong to the United States. Once in the States, the product needed to
reach the various plant locations, and these were significant issues
for my client. The client looked at my team and me and acknowledged
that we made the right decision. They now had adequate information
available to them to decide what activities were involved with the
process, and the true cost of those activities. One other factor also
considered was maintaining proper service levels to the already
existing customer base, and the consequence this new business may
have on the existing customers, which were hard to obtain in the first
place. The additional strain placed on the long-term relationship and
the potential affect on the associated service levels for those existing
customer relationships could damage the overall stability of the
company.
The client had concerns regarding the level of accountability involved
with this project and realized further enhancements and reporting
would be required to contemplate a future project of this scale. The
management team thought the opportunity placed before them
would indeed enrich the shareholders and employees; but upon
further analysis and reflection decided the lack of infrastructure in
certain departments and time constraints placed on them made this
opportunity a threat to the company’s financial and operating stability,
instead of the fantastic opportunity it was once thought to be.
Achieving Cooperation and the Successful Outcome
We have maintained a fairly high level of information during this
narrative, however it is intended to provoke deeper thought regarding
what is required for cooperation and in turn a successful outcome.
The elusive high level of success is what every business owner,
investor, lender, vendor and any other party associated with the
situation desires. A summary of some of the important ingredients
mentioned in this article, and there are more subject to the
circumstances, are as follows:
•
•
•
•
•
GOULD & RATNER IS PROUD TO BE A
GOLD PROGRAM SPONSOR OF THE
TURNAROUND MANAGEMENT ASSOCIATION
CHICAGO/MIDWEST CHAPTER
A t t o r n e ys c o u n s e l i n g d e b t o rs a n d c r e d it o rs in b a n k r u p t c y ,
w o r k o u ts , r e s t r u c t u r i n g s , a n d o ve r a l l f i n a n c ia l s t r a t e g ie s .
CHRISTOPHER J. HORVAY
312.899.1624
[email protected]
MARK E. LEIPOLD
312.899.1651
[email protected]
2 2 2 N ORTH L AS ALLE S TREET • S UITE 8 0 0
C HICAGO, I LLINOIS 60 60 1
www.gouldratner.com
Product rationalization for existing and new products
Capital plan demonstrating capital requirements, operating assumptions for ongoing operations as well as contemplated
projects
Strong management capable of understanding internal and external market factors
Execution strategy with a reasonable execution risk level associated with the strategy
Good communication with all parties in interest internal and external to the company
Brent Kugman is President and CEO of Kugman Associates, Inc. a professional service firm specializing in corporate advisory
services and capital markets advisory services. The firm serves clients in North America, Canada, Mexico and Europe. Brent can be
contacted at [email protected] or visit www.kugman.com.
TMA • Chicago/Midwest Chapter • October 2006 • Page 26
TMA Membership Application
Name:
Independent
results
Title:
Firm:
Address:
City:
State:
ZIP:
Phone:
Fax:
Our only interest is your best interest.
Lincoln International’s independence ensures that
clients receive the very best advice while avoiding any
conflict of interest. So even if negotiations take twists
and turns, you can be certain our advice will always be
on the straight and narrow.
Email:
Web site:
Referred by:
Membership Category (please circle):
Annual
Member
$275
Academic/Gov
$115
Student
$ 65
We help our clients:
• Execute a quick and effective sale
• Obtain new debt or equity capital
• Design and negotiate a restructuring plan
• Determine a company’s cash flow requirements
Mid-year Year-end
(7/1-8/31)* (9/1-11/30)**
$150
$375
$115
$150
$ 65
$ 85
*New members only; does not include Directory listing
**Year-end dues expire on 12/31/07
Memberships are on an individual basis only and are nontransferable. Membership includes a listing in the 2006-07
Directory of Members and Services.
Our expertise in turnaround situations includes:
• Chapter 11 advisory
• Distressed mergers and acquisitions
• Capital structure analysis and capital raising
• Restructuring of existing debt and equity
• Fairness opinions
• Litigation support
• Expert witness testimony
Method of Payment (please circle):
Visa
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For results and guidance you can rely on, contact
Patrick Goy, Managing Director, or Robert Horak,
Senior Vice President, at 312-580-8339,or
visit www.lincolninternational.com
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Acct #:
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Preferred Chapter: Chicago/Midwest
Turnaround Management Association
100 South Wacker Drive, Suite 850
Chicago IL 60606
Results you can rely on
T H E O n Ly T R u Ly I n T E R n a T I O n a L , I n T E G R a T E D ,
InDEPEnDEnT MID-MaRkET M&a aDVISOR
CHICAGO
FRANKFURT
26063_TMA_Buyouts_HALFPG.indd 1
LOS ANGELES
NEW YORK
Phone: 312-578-6900
Fax: 312-578-8336
Email: [email protected]
www.turnaround.org
PARIS
TMA • Chicago/Midwest Chapter • October 2006 • Page 27
9/13/06 2:45:46 PM
The Chicago/Midwest Chapter of the TMA thanks the following 2006 Platinum and Gold Sponsors:
Platinum Sponsors
Gold Sponsors
AccuVal Associates Inc.
Atlas Partners LLC
Back Bay Capital Funding LLC
BBK
Bridge Associates LLC
Buccino & Associates Inc.
Chase Business Credit
Chicago Capital Holdings LLC
Deloitte Financial Advisory Services LLP
Fort Dearborn Partners Inc.
Gardner Carton & Douglas LLP
Getzl Henrich & Associates LLC
Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz Ltd.
Gould & Ratner
Impact Group Inc.
Lincoln Partners LLC
Mesirow Financial Consulting LLC
Schwartz Cooper Greenberger
& Krauss Chtd.
Stout Risius Ross Inc.
Textron Financial
White Oak Group
Presorted
First Class
U.S. Postage
PAID
Permit 102
Northfield IL
Welcome Association of
Insolvency and Restructuring
Advisors Chicago Chapter
members. You have been
included in this
complimentary issue of The
Newsletter of Corporate
Renewal because of our
shared interests. We hope
you enjoy it.
Please note our event
schedule on page two and
join us at any of our
upcoming meetings. We look
forward to seeing you.