Dear Committee Members: The ABI Financial Advisors and Investment Banking (FA/IB) Committee had another active and successful year in 2015. The committee put on two entertaining sessions at ABI’s national conferences, held two more informal sessions of the “Breakfast with the Judges” series, published an informative newsletter along with several articles, and continued to expand on its Ask a Financial Advisor button on its listserve.
There is much in the booming health care industry to entice an acquisition or integration. The boom has been accompanied by vast amounts of data digitized as electronic health records and myriad other formats. This data adds great value to health care organizations. Because of its value, data merits exacting protection from loss of any kind. The person keeping a finger on this particular pulse is the organization’s CIO.
Vulnerability Has Increased Along with Data
In November 2012, former Comptroller, Rita Crundwell of Dixon, Illinois pleaded guilty to embezzling $53 million from City accounts. Crundwell worked as Comptroller of this small City since the early 1980s, and "was the only person who controlled the City's finances and funneled public money to her secret, private accounts." Crundwell had spent primarily, in part, these monies on a $2 million custom RV, a Florida vacation home, and a world-class horse breeding farm with 400 horses.
Structuring Cross-Border Deals to Protect Creditor Interests
It will come as no surprise to anyone in the bankruptcy and corporate restructuring world over the last few years that the overall number of bankruptcy filings has steadily declined since 2010. Statistics maintained by the Administrative Office of the U.S. Courts[1] demonstrate that the total number of bankruptcy petitions that have been filed has decreased from approximately 1.6 million in 2010 to fewer than 940,000 in 2014.
Section 547 of the Bankruptcy Code allows a debtor to avoid and recover transfers that were made in the 90 days prior to filing for chapter 11, provided that the payments meet certain criteria. This criteria can include the following: (1) the payment was made to or for the benefit of the creditor in the form of cash or goods; (2) the payment was for a prior debt (not cash-on-delivery or cash-in-advance); (3) the debtor was insolvent;
On March 28, 2014, the U.S. Bankruptcy Court for the Northern District of California denied the debtor’s motion in In re BR Festivals LLC[1] to employ a chief restructuring officer (CRO) as part of the chapter 11 liquidation of the debtor’s estate. The court provided an additional wrinkle in attempting to retain a CRO.
In real estate bankruptcy proceedings, the determination of a post-bankruptcy interest rate is often a critical element of the repayment or restructuring plan. The appropriate rate is typically not one that can be observed or obtained in the regular markets — the debtor in possession is already in bankruptcy and consequently, a commercial loan is very likely unfeasible. The U.S. Supreme Court provides guidance to addressing this issue in Till v. SCS Credit Corp., which states that:
A major part of the anatomy of a turnaround is the weekly cash flow. A deceptively simple exercise, it presents a powerful tool for supporting complex management decisions. Applied during a restructuring process in a myriad of circumstances, it can serve as a basis for valuation from free cash flow or the foundation of a plan of liquidation. The usefulness of a weekly cash-flow analysis is agnostic to the subject business or industry.
The Association of Insolvency and Restructuring Advisors (AIRA) released its new “Standards for Distressed Business Valuation,” which went into effect on March 1, 2014,[1] and will provide the best practices for valuation professionals.