TMA 2001 Annual Conference



Register Now! Click here to link to TMA’s online registration system or to print a registration form.

Invitation to Attend

Agenda

Keynote Sessions

General Sessions

Registration Policies

Cancellation/Substitution Policies

Hotel Information

Table Top Displays

Cyber Café

Attire

Continuing Education Credit

Ground Transportation

Questions/Committee

Sponsors

Our Invitation To You

It is our pleasure to invite you to attend the 2007 Distressed Investing Conference, an inaugural event co-produced by the Turnaround Management Association and The Deal. This unique partnership between TMA and The Deal recognizes the vital link between corporate restructuring professionals and corporate and financial dealmakers. By combining the strengths of both organizations, we’ve produced an unrivalled conference where the key players in the distressed investing arena can meet, exchange ideas and embark on profitable relationships.

With leverage multiples approaching record levels, an expected wave of restructurings is on the horizon. New providers of capital such as hedge funds, CLO’s and second lien lenders have changed the landscape of corporate lending and the rules of engagement are changing dramatically. This timely conference will explore these issues and trends by presenting leading experts who will share their insights on the distressed investing market, the trading of distressed debt, the influx of private equity and hedge funds, CLO’s and the international distressed market. The panel topics have been tailored to address the most pressing concerns among the turnaround and restructuring industry, including a special panel focused on the automotive industry challenges. Please be sure to review pages 4-5 of this brochure for complete details about the educational program.

We encourage you to take advantage of the many opportunities to network throughout the conference at meals, receptions and coffee breaks. And, don’t forget to take time to enjoy the phenomenal Wynn property and all that it offers in dining, entertainment and leisure activities.

Please make plans to join your colleagues at the inaugural Distressed Investing Conference. You may register today by clicking the link at the top of this page.

We look forward to seeing you in Las Vegas.

Colin P. Cross Kevin Worth

Managing Director, Crystal Capital LLC President & CEO, The Deal LLC

President, Turnaround Management Association

About TMA

Turnaround Management Association (TMA) is the premier professional community dedicated to corporate renewal and turnaround management. With international headquarters in Chicago, more than 7,500 TMA members in 40 regional chapters comprise a professional community of turnaround practitioners, attorneys, accountants, investors, lenders, venture capitalists, appraisers, liquidators, executive recruiters and consultants, as well as academic, government and judicial employees. TMA members adhere to a code of ethics specifying high standards of professionalism, integrity and competence. The Certified Turnaround Professional (CTP) accreditation program recognizes professional excellence and provides an objective measure of expertise related to workouts, restructurings and corporate renewal.

About The Deal

The Deal, LLC, is a diversified media company reporting on the deal economy. It strives to report, analyze and disseminate business and financial news that offers fresh insights on the deal economy, a set of interrelated activities focused on dealmaking of all kinds, whose purpose is to generate corporate growth in a continually changing global market. Its publications serve the global deal community – corporate and financial dealmakers, advisers and institutional investors – with a comprehensive line of print and electronic products and services for both readers and advertisers.

Agenda

Wednesday, January 17

1:00 p.m. – 6:00 p.m. TMA Chapter President’s Orientation Meeting

Thursday, January 18

8:00 a.m. – 11:00 a.m. TMA Executive Committee/Board of Directors Meeting

10:00 a.m. – 7:30 p.m. Registration Desk Open

12:00 p.m. – 6:00 p.m. Table Top Displays Open

12:15 p.m. – 1:00 p.m. Buffet Lunch

1:00 p.m. – 2:00 p.m. Keynote Presentation by The Honorable James A. Baker III,

Former U.S. Secretary of State

Sponsored by Andrews Kurth LLP

1:00 p.m. – 6:00 p.m. TMA Chapter Administrator’s Orientation Meeting

2:00 p.m. – 3:00 p.m. “Horses of Different Colors or Different Animals? A Las Vegas Bout: Private Equity v. Hedge Funds”

3:00 p.m. – 3:45 p.m. “Distressed Trading”

3:45 p.m. – 4:15 p.m. Coffee Break

Sponsored by Loeb & Loeb LLP

4:15 p.m. – 5:15 p.m. “Automotive Industry”

5:15 p.m. – 6:00 p.m. “Distressed Investing Across the Sea”

6:00 p.m. – 7:30 p.m. Cocktail Reception

Sponsored by The Hilco Organization

Friday, January 19

7:30 a.m. – 1:00 p.m. Registration Desk Open

8:00 a.m. – 8:45 a.m. Breakfast

9:00 a.m. – 9:45 a.m. Keynote Roundtable Discussion: “State of the Market”

Breakfast and keynote discussion sponsored by Mesirow Financial Consulting, LLC

9:00 a.m. – 12:00 p.m. Table Top Displays Open

9:45 a.m. – 10:30 a.m. “Alternative Equity Plays in Distressed”

10:30 a.m. – 11:00 a.m. Coffee Break

Sponsored by Loeb & Loeb LLP

11:00 a.m. – 12:00 p.m. “Collateralized Loan Obligations (CLOs) and Their Impact on Distressed Companies”

12:00 p.m. – 1:00 p.m. Lunch

Sponsored by Huron Consulting Group

Please note that private company events may not conflict with any scheduled activity of the TMA/The Deal 2007 Distressed Investing Conference.

Keynote Sessions

Thursday, January 18, 1:00 p.m. – 2:00 p.m.

Honorable James A. Baker III

Former U.S. Secretary of State

James A. Baker, III, has served in senior government positions under three United States Presidents. He served as the nation's 61st Secretary of State from January 1989 through August 1992 under President George Bush. Baker served as the 67th Secretary of the Treasury from 1985 to 1988 under President Ronald Reagan. As Treasury Secretary, Baker was also chairman of the President's Economic Policy Council. From 1981 to 1985, Baker served as White House Chief of Staff to President Reagan. Baker received the Presidential Medal of Freedom in 1991 and has been the recipient of many other awards for distinguished public service. His memoir - Work Hard, Study . . . and Keep Out of Politics! Adventures and Lessons from an Unexpected Public Life - was published in October 2006. Baker is presently a senior partner in the law firm of Baker Botts. In 2003, Baker was appointed Special Presidential Envoy for President George W. Bush on the issue of Iraqi debt. Since March 2006, Baker and former U.S. Congressman Lee H. Hamilton have served as the co-chairs of the Iraq Study Group, a bi-partisan blue-ribbon panel examining a forward-looking approach to Iraq.

Friday, January 19, 9:00 a.m. – 9:45 a.m.

Keynote Roundtable Discussion: “State of the Market”

Moderator: James H.M. Sprayregen, Goldman Sachs & Co.

Panel: Scott J. Davido, Calpine Corporation; Sam DeRosa Farag, Ore Hill Partners, LLC; Nick Tell, TCW; Daniel Yarsky, Morgan Stanley

This roundtable discussion features several leading players in the distressed investing and corporate restructuring landscape, each with their own unique perspectives on the market. Moderated by Jamie Sprayregen of Goldman Sachs, this panel of experts will focus on the issues, challenges and opportunities for distressed investors in today’s highly leveraged debt capital markets. Additionally, the panel will review the current state of the market and provide insight regarding the twists and turns that we may be seeing when the market shifts and default levels begin to increase for bank and bond debt.

General Sessions

Thursday, January 18, 2:00 p.m. – 3:00 p.m.

“Horses of Different Colors or Different Animals? A Las Vegas Bout: Private Equity v. Hedge Funds”

Moderator: Frank R. Mack, CTP, Conway, MacKenzie & Dunleavy Inc.

Panel: Dominick DeChiara, Nixon Peabody LLP; Bhavin Shah, Oak Hill Advisors/Oak Hill Special Opportunities Fund; Raymond A. Whiteman, The Carlyle Group

The level of capital invested in both private equity firms and hedge funds has reached record-breaking levels, with new deals and fund closings appearing on the cover of The Wall Street Journal daily. To-date in 2006, there were nearly 2,200 global private equity buyouts valued at $540 billion. And, hedge funds are in play on the action. There are more than 3,000 funds that manage a collective total of over $1 trillion in investments. This panel, a rare public experience featuring opinions from both investment groups at once, will discuss and debate how private equity firms and hedge funds differ in terms of investment and exit strategies, risk tolerance levels, and liquidity issues, and where the two industries result in culture clashes. Join top players from both financial worlds for a frank discussion on how private equity and hedge funds cooperate, and battle for, control of the world’s most lucrative distressed, overleveraged and /or underperforming investments.

Thursday, January 18, 3:00 p.m. – 3:45 p.m.

“Distressed Trading”

Moderator: Matthew R. Niemann, CTP, Cerberus Capital Chicago LLC

Panel: Thomas R. Califano, DLA Piper; Jeffrey P. Fitts, GE Commercial Finance

After achieving phenomenal returns in 2002 and 2003, traders of distressed debt have suffered through a couple of very slow years. There just hasn’t been very much product in the market and the prices of what is available have been bid up to prices that hardly sound distressed. However, based on the currently overheated leverage loan market, an expected increase in defaults is on the horizon and the distressed bank loan market may be poised for significant growth. Who are the players in this market? When will the market turn and where will the opportunities be for distressed traders? How will they source opportunities once defaults begin to increase? How will they tap into CLO's to find their opportunities? This panel of experts in distressed investing and restructuring will provide an overview of the distressed trading market and a forecast of the near-term opportunities in this market.

Thursday, January 18, 4:15 p.m. – 5:15 p.m.

“Automotive Industry”

Moderator: Penny G. Friedman, CIT Business Capital

Panel: Kathleen Ligocki, Tower Automotive; Durc A. Savini, Miller Buckfire & Co. LLC; A. Jeffrey Zappone, CTP, Conway, MacKenzie & Dunleavy Inc.

The automotive industry is clearly the leading industry that is currently in a distressed state with bankruptcies of major Tier One suppliers, such as Delphi, Collins & Aikman, Tower Automotive and the recently filed Dura Automotive.  Experts forecast a continued restructuring of the entire North American automotive industry over the next few years. Who will be the winners and losers as the industry consolidates? What qualities does an automotive supplier need in order to maintain viability and grow? How should investors approach this market? What role will OEMs and unions play in the restructuring? This esteemed panel of experts will examine the opportunities and pitfalls awaiting any investor in the automotive sector by looking at the financial, operating and strategic factors that are key drivers of value for automotive suppliers.

Thursday, January 18, 5:15 p.m. – 6:00 p.m.

“Distressed Investing Across the Sea”

Moderator: N. Lynn Hiestand, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

Panel: Michael Brennan, Citigroup (invited); Lachlan Edwards, Goldman Sachs; Jason Singer, The Wall Street Journal

New entrants and abundant liquidity have brought a U.S.-style approach to distressed investing in Europe as investors have arrived in numbers searching for greater opportunities on the other side of the Atlantic. The pace of change in European distressed investing promises to explode over the forthcoming 18 months as the very high number of recent acquisition-related debt issues, coupled with rising energy and material costs and the possibility of rising interest rates, seems to signal significant defaults ahead. The distressed investing market in Europe is now a competitive and booming market. Whether you are a distressed investor, restructuring or turnaround professional or legal advisor, this panel will present the key issues in how to stay one step ahead of your competitors in this specialized market, including a discussion of the Asian markets.

Friday, January 19, 9:45 a.m. – 10:30 a.m.

“Alternative Equity Plays in Distressed”

Moderator: Frank A. Merola, Stutman, Treister & Glatt PC

Panel: Lawrence Gottlieb, Cooley Godward Kronish LLP; Steven R. Strom, Jefferies & Company, Inc.; Thomas A. Vanderslice Jr., Marathon Asset Management LLC; Edward S. Weisfelner, Brown Rudnick Berlack Israels LLP

Not every investor is buying distressed debt just to get repaid. It is increasingly common for opportunistic investors to use the distressed situation of the target to take control or to wrest away desired assets. This panel will look at the players and strategies employed to acquire companies through nontraditional approaches such as acquiring senior and junior debt positions, providing strategic DIP loans, 363 sales and driving development of a plan of reorganization.

Friday, January 19, 11:00 a.m. – 12:00 p.m.

“Collateralized Loan Obligations (CLOs) and Their Impact on Distressed Companies”

Moderator: Colin P. Cross, Crystal Capital LLC

Panel: William Brown, Sandelman Partners, LP; William L. May, Moody’s Investors Service; J. Blake O’Dowd, Lazard Freres & Co. LLC; Lynn Tilton, Patriarch Partners, LLC

CLO’s have become the new senior lenders to many companies tapping into the syndicated loan market for capital. Capital under management of CLO’s continues to grow at a record pace, providing a ready source of liquidity to the debt capital markets. Borrowers don’t always know or recognize some of the holders of these loans until their loan closes. And, with the recent expansion of purchase price and leverage multiples, an increasing number of these loans may be pushed into default and require a restructuring. How will CLO’s respond to an expected increase in loan defaults? What are the key factors impacting decisions by CLO managers in responding to declining credit metrics? This panel will examine the history and growth of CLO’s, their increasing influence in the senior leveraged loan market, along with an examination of the possible reaction from this investment group in the event of a significant increase in default rates.

Registration Policies

Registration Fees

Unless otherwise indicated, registration fees include educational sessions, meals and social functions. Events are not prorated. To attend any portion of the conference, you must register for the entire conference at the appropriate registration fee as indicated below. The registration fee allows admission for one individual only. Registrations may not be shared. Each registered attendee will receive a name badge at the conference that must be worn for admittance into all educational sessions, meals and social functions.

Registration Categories

|Member |$995 |

|Nonmember |$1245 |

|Judge/Full-time Academic/Government Employee |$600 |

• The member registration fee is for current, active TMA members only. Please note that TMA membership is on an individual basis. Unless otherwise appropriate as defined below, all other attendees will be charged the nonmember fee. If an individual registers for the member fee, but TMA has no membership record, the individual will be charged the nonmember fee unless s/he can produce proof of membership.

• The judge/full-time academic/government employee rate defines a full-time academic as a student enrolled in at least 12 credit hours per term at an accredited university or an instructor employed on a full-time basis by an accredited university. If you qualify for this rate, please submit appropriate documentation with your registration form.

• On-site registration will be subject to an additional $50 fee, which also applies to any registration received after January 9, 2007, the last day to pre-register, per the section below.

Submitting Your Registration

Registration forms must be mailed or faxed to TMA per the contact information on the registration form. You may also register on-line. Phone registration is not accepted. Registrations are not considered complete until payment is received.

Registered attendees will receive written (hard copy or electronic) confirmation of their registration by mail. Please carefully review this confirmation notice for accuracy. Changes must be submitted in writing by fax to 1-312-578-8336 or e-mail to Catherine Cram at ccram@. Because of the required processing and mailing time, please note that TMA cannot guarantee that you will receive a mailed confirmation notice prior to the start of the conference if your registration form is received after January 5, 2007. A written confirmation notice is not required for admittance to the conference.

Only on-site registration will be accepted after Tuesday, January 9, 2007. TMA will not accept any registration forms in advance of the conference after this date. Please note that there is a $50 on-site registration surcharge. Please consider submitting your registration prior to January 9, 2007.

Registration List

To ensure your inclusion on the registration list that is distributed on-site, your registration form, with payment, must be received at TMA’s International Headquarters by 5:00 p.m. CST on Friday, January 5, 2007. TMA cannot guarantee that individuals who submit registration forms after this date will be included on the registration list.

Registration Questions

Registration questions may be directed to Catherine Cram at 1-312-242-6036 or ccram@.

Cancellation and Substitution Policies

Cancellation Policy

Notification of cancellation must be submitted in writing (e-mail is acceptable). Cancellations will not be reviewed or processed until they are received in writing. Phone cancellation is not accepted. Cancellations received on or before Wednesday, January 3, 2007, will be refunded the total registration fee less a $150 processing fee. Cancellations received after Wednesday, January 3, 2007, will not be refunded.

Please note that if you register for the conference after the cancellation deadline has passed, you will not be eligible for any type of refund or credit should you need to cancel your registration. The cancellation policy applies to all registrants regardless of when the registration form is submitted. TMA does not issue credits for future conferences.

Please note that refunds will not be issued until after February 16, 2007. There will be no exceptions to this policy.

Substitution Policy

Substitutions are permitted at any time. Substitutions must be submitted in writing (e-mail is acceptable). Substitutions will not be reviewed or processed until they are received in writing. Phone substitution is not accepted. The substitute must be from the same firm as the original registrant, and the substitution notice should contain accurate contact information for the new registrant; otherwise, TMA cannot guarantee an accurate listing on the registration list. However, please note that substitutions made after Friday, January 5, 2007, may not be reflected on the registration list per the policy on this page. Substitutions must be of the same membership status (i.e., member) and/or registration category (i.e., academic); otherwise, the substitute will be invoiced for the difference in registration fees.

Registrants who fail to attend the conference and do not notify TMA in accordance with these policies and deadlines are responsible for full payment.

Hotel Information

To reserve a room at the Wynn Las Vegas, please call 1-866-770-7555. Mention Turnaround Management Association to receive the specially negotiated room rate of $259/night. This rate is only guaranteed through Friday, December 22, 2006. TMA cannot guarantee that the room block or hotel will not sell out before then. Please make your reservation soon. The Wynn Las Vegas is located at 3131 Las Vegas Boulevard South, Las Vegas, NV 89109. The direct hotel phone number is 1-702-770-7000. The guest fax number is 1-702-770-1571.

TMA requires that a conference registration form (including payment) be received within ten business days of making a hotel reservation. TMA reserves the right to terminate the hotel reservation of any individual who does not comply with this policy.

Table Top Displays

Table top exhibitors at the 2007 Distressed Investing Conference provide critical services to the distressed investing marketplace. Don’t miss this opportunity to learn how these capital and service providers will benefit your business. If you are interested in purchasing a table top exhibit space, please contact Joe Karel at TMA at 1-312-242-6039 or jkarel@ or Allan Cunningham at The Deal at 1-212-313-9162 or acunningham@.

Cyber Café

Located in the Table Top Displays Room, Petrus 1

Stay connected while away from the office. TMA and The Deal are pleased to offer a Cyber Café at the Distressed Investing Conference. Connect to the Internet, check e-mail, or update and print documents on one of the computer workstations. The Table Top Displays and Cyber Café will be open during the following times:

• Thursday, January 18, 12:00 p.m. – 6:00 p.m.

• Friday, January 19, 9:00 a.m. – 12:00 p.m.

Attire

Educational Sessions and Social Functions: Business Casual

Continuing Education Credit

• CPAs* —maximum of 6.0 hours of CPE

• CTPs – maximum of 6.3 hours of CPE

• Attorneys—maximum of 6.3 hours of CLE (based on a 50-minute hour), depending on how individual states calculate CLE and pending the outcome of the applications to the state bars. Please visit the TMA website, , for updates.

*The Turnaround Management Association is registered with the National Association of State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to The National Registry of CPE Sponsors, 150 Fourth Avenue North, Ste. 700, Nashville, TN 37219-2417 or by visiting the website: . There is no prerequisite or advance study necessary to attend the 2007 Distressed Investing Conference or to qualify for continuing education credit.

Ground Transportation

The Wynn Las Vegas is located approximately three miles from McCarran International Airport (LAS).

Taxicab Service

Taxicab service is available on the lower level curb front of all terminals. The fare is approximately $25, depending on traffic (there are no flat rates). The ride time is approximately 20 minutes, depending on traffic.

Shuttle and Private Car Service

Executive Star Limo and Executive Coach and Carriage provide car and shuttle service between the airport and the Wynn Las Vegas. For rates and full details, please contact Executive Star Limo at 1-702-646-4661 or Executive Coach and Carriage at 1-702-367-7774.

Driving From LAS

Exit the airport on Swenson Avenue. Turn left onto Tropicana Avenue and travel one mile to Koval Lane. Turn right on Koval Lane and travel 1.5 miles to Sands Avenue. Turn left on Sands Avenue (heading west), and the Wynn Las Vegas will be on your right. Wynn Las Vegas Hotel guests and out-of-town guests will find the Main Gate Entrance to be most convenient. The Main Gate is located on Las Vegas Boulevard just north of Spring Mountain Road.

Parking at the Wynn Las Vegas

Both valet and self parking is complimentary at the Wynn Las Vegas.

Car Rental

If you plan to rent a car, please note that TMA members may receive as much as ten percent off regular car rental rates from Avis. For more information, call Avis at 1-800-331-1212. Individuals calling from outside the United States may find the appropriate phone number for the country from which they are calling by visiting and selecting Customer Service/Worldwide Reservations Phone Numbers. Mention identification number V368995 to the telephone agent to take advantage of this TMA member discount.

Questions?

• Executive Director: Linda Delgadillo, CAE – 1-312-578-6900 or ldelgadillo@

• Registration, Substitution, Cancellation: Catherine Cram – 1-312-242-6036 or ccram@

• Overall Conference, Speakers, Educational Program: Laura Ivaldi – 1-312-242-6030 or livaldi@

• Sponsorship, Display Tables, Cornerstone Program: Joseph Karel – 1-312-242-6039 or jkarel@

• Press: Cecilia Green, APR, CAE – 1-312-242-6031 or cgreen@

• Chapter Relations: Dale West – 1-312-242-6038 or dwest@

• Membership: Mary Carravallah – 1-312-242-6037 or mcarravallah@

2007 Distressed Investing Conference Committee

Co-chair: Frank A. Merola, Stutman, Treister & Glatt PC

Co-chair: James H.M. Sprayregen, Goldman Sachs & Co.

Charles J. Burger, Summit Investment Management

John M. Collard, CTP, Strategic Management Partners Inc.

Colin P. Cross, Crystal Capital LLC

Kevin P. Genda, Cerberus Capital Management LP/Ableco Finance LLC

Gilbert A. Herrera, Herrera Partners LP

N. Lynn Hiestand, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

Robert D. Katz, CTP, Executive Sounding Board Associates Inc.

David E. Mack, CTP, White Oak Group

Frank R. Mack, CTP, Conway, MacKenzie & Dunleavy Inc.

Matthew R. Niemann, CTP, Cerberus Capital Management LP

Prof. James B. Shein, Kellogg School of Management, Northwestern University

Conference Sponsors

( Platinum Sponsor

Conway MacKenzie & Dunleavy Inc.

( Gold Sponsors

Brown Rudnick Berlack Israels LLP

DLA Piper

Nixon Peabody LLP

( Event Sponsors

Andrews Kurth LLP

Crystal Capital LLC

( Event Sponsors Cont’d

Getzler Henrich & Associates LLC

The Hilco Organization

Hunt Special Situations Group, L.P.

Huron Consulting Group

Loeb & Loeb LLP

Mesirow Financial Consulting, LLC

Seyfarth Shaw LLP

Skadden, Arps, Slate, Meagher & Flom LLP

STAG Capital Partners

Conference Materials Sponsors

Event sponsors provide financial support for the Distressed Investing Conference. In addition to those sponsors listed in the agenda, the following sponsors have also generously provided support for the Distressed Investing Conference.

• Seyfarth Shaw LLP (Conference Bags)

• Getzler Henrich & Associates LLC (Lanyards)

• Skadden, Arps, Slate, Meagher & Flom LLP (Pocket Agenda)

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