The truth is that Chapter 11 bankruptcy filing in the Federal Courts can be prohibitively expensive. Working with an investment banker can make the out-of-court process more productive, and we can usually push our legal colleagues into reasonable and adequate compromises, giving our clients more time to pursue alternatives.

We believe bankruptcy should be the last alternative. However, if a client must file, Silver Birch can bring a range of experiences in handling key customers, essential vendors, critical employees, and other stakeholders.

With a bit of pluck and luck, despite time and money being in tight supply, Jeff has been able to drive transactions to a close that prevented the need for restructuring or bankruptcy – that is an example of “Story M&A.”

However, sometimes, filing becomes a logical requirement. If a client faces the inevitable, finding a Stalking Horse Bidder brings greater certainty to the case.

A Stalking Horse agrees to a price and the terms for an Asset Sale, As Is/Where Is, in exchange for a breakup fee and expense reimbursement. This allows that deal to be “shopped” by other buyers, typically for 45 to days before an auction date. If no one else qualifies, the Stalking Horse prevails on the acquisition. If other bidders show up, the Stalking Horse can continue bidding or accept the breakup fee.

The Estate benefits from the certainty that the enterprise will emerge from Chapter 11, giving the Estate leverage with customers, vendors, employees, and other stakeholders.

Jeff has led over 35 asset sales by Debtors under §363, representing the sale of literally thousands of individual corporate assets. Under his method, Silver Birch conducts the due diligence that creates an online data room, designs marketing collateral and generates an executive summary.

He also helps to:

• Identify and coordinate potential parties of interest.

• Distribute the executive summary and accumulate Non-Disclosure Agreements

• Organize due diligence, qualify potential bidders, and organize the bidding process and timelines.

• Conduct the auction, summarize the results for the Court, and testify at the Sale Hearing on the outcome.

• Often, he gets involved to monitor and resolve post-auction complications until the close.

The Turnaround Management Association designated him a Subject Matter Expert in §363 Sales, and he helped design the online training model on §363 for continuing education.

In most cases, a DIP loan that provides adequate time for a constructive process and avoids a punitive meltdown is with the current senior lending group. Silver Birch Group can build models to support an approach in Chapter 11 to maximize old debt recoveries and find possible recoveries for other stakeholders.

If unencumbered assets are unavailable, Jeff’s experience includes building a credible case for winning by priming a fight or designing a Plan B to prevent the senior lenders from stifling the case in its early stages.

Silver Birch Group has experience with the terms, conditions, pricing and structure for DIP loans and exit financing.

Jeff Manning has testified and provided expert witness reports in 18+ Federal Bankruptcy jurisdictions for matters from the middle market to mega cases, including this past year for companies like Revlon and Mallinckrodt. A former college lineman with a deep bass voice, Jeff reflects a physical presence and confidence as a seasoned professional witness.

Depending on the judge and the jurisdiction, the Zone of Insolvency may have a material impact on a restructuring entity's board and senior management.

The guiding principle is that if an enterprise is “insolvent” or can’t meet obligations as they are coming due, the duty of care by the board and senior management expands beyond the equity holders to other enterprise stakeholders.