"Marty Whitman has distilled decades of distressed investing experience into a text that is a must-read for everyone interested in the field, whether a student or a professional investor."
—Wilbur L. Ross, Chairman and CEO, WL Ross & Co. LLC
"Distress Investing: Principles and Technique represents a detailed and unique perspective on an arcane arena of investment that is going to get a lot more attention. Marty Whitman is the master, and has set the standard for many years."
—Sam Zell, Chairman, Equity Group Investments, LLC
"Martin Whitman and Professor Diz have produced a seminal work on the ins and outs of distressed investing for all distressed debt investors. It is jam-packed with information and guidance for the novice and the experienced. A must-read for anyone interested in distressed investing."
—Lewis Kruger, Stroock & Stroock & Lavan LLP
"Marty Whitman, a legend in distress investing, packs decades of experience into these pages. The restructuring of the capital markets currently under way is sure to provide great distress investment opportunities, which this guide book can make count for you."
—Bruce Flatt, Brookfield Asset Management Inc.
"The principles found in this book are those I used in the reorganization of my business from bankruptcy to an S&P 500 company with an investment grade rating and a multibillion-dollar market capitalization. An excellent premier by Marty Whitman and Professor Diz, integrating economic theory with real-world investment to help investors of all shapes and sizes understand and invest in distressed securities."
—Gene Isenberg, Chairman and CEO, Nabors Industries, Inc.
"Marty Whitman, the unquestioned 'Dean' of active distressed investors, and Fernando Diz, one of the few academics specializing in distressed investing, have teamed up to provide perhaps the best and most comprehensive primer on distressed securities and markets. I learned so much from this remarkable volume."
—Edward I. Altman, Max L. Heine Professor of Finance, NYU Stern School of Business, Director of credit and debt markets research at the NYU Salomon Center and adviser to several financial institutions including, Paulson & Co. and Concordia Advisers
Fernando Diz is the Martin J. Whitman Associate Professor of Finance and Director of the Ballentine Investment Institute at Syracuse University. His research specialties are in the areas of trading, derivative securities, and value and distress investing. Diz has written for the Journal of Futures Markets, the Review of Financial Studies, and the Journal of Alternative Investments.
PART ONE: The General Landscape of Distress Investing.
CHAPTER 1: The Changed Environment.
Trends in Corporate Debt Growth and Leverage before the Financial Meltdown of 2007–2008.
Junk Bonds and the Levering-Up Period.
The Syndicated Loan Market and Leveraged Loans.
Financial Meltdown of 2007-2008.
Principal Provisions of the 2005 Bankruptcy Act as They Affect Chapter 11 Reorganizations of Businesses.
CHAPTER 2: The Theoretical Underpinning.
Toward a General Theory of Market Efficiency.
External Forces Influencing Markets Explained.
Capital Structure and Credit Risk.
The Company as a Stand-Alone Entity.
Control and Its Vital Importance.
CHAPTER 3: The Causes of Financial Distress.
Lack of Access to Capital Markets.
Deterioration of Operating Performance.
Deterioration of GAAP Performance.
Large Off-Balance-Sheet Contingent Liabilities.
CHAPTER 4: Deal Expenses and Who Bears Them.
Attorneys and Financial Advisers’ Compensation Structure and the Distribution of the Fee Pie.
Time in Chapter 11 and Number of Legal Firms Retained.
Determinants of Legal Fees and Expenses.
Determinants of Financial Advisers’ Fees and Expenses.
Can Professional Costs Be Excessive?
CHAPTER 5: Other Important Issues.
Management Compensation and Entrenchment.
Tax and Political Disadvantages.
CHAPTER 6: The Five Basic Truths of Distress Investing.
Truth 1: No One Can Take Away a Corporate Creditor's Right to a Money Payment Outside of Chapter 11 or Chapter 7.
Truth 2: Chapter 11 Rules Influence All Reorganizations.
Truth 3: Substantive Characteristics of Securities.
Truth 4: Restructurings Are Costly for Creditors.
Truth 5: Creditors Have Only Contractual Rights.
PART TWO: Restructuring Troubled Issuers.
CHAPTER 7: Voluntary Exchanges.
Problems with Voluntary Exchanges.
The Holdout Problem Illustrated.
Making a Voluntary Exchange Work.
Tax Disadvantages of a Voluntary Exchange versus Chapter 11 Reorganization.
CHAPTER 8: A Brief Review of Chapter 11.
Liquidations and Reorganizations.
Starting a Case: Voluntary versus Involuntary Petitions.
Parties in a Chapter 11 Case.
Administration of a Chapter 11 Case.
The Chapter 11 Plan.
CHAPTER 9: The Workout Process.
Parties and Their Differing Needs and Desires.
Types of Chapter 11 Cases.
Leverage Factors in Chapter 11.
PART THREE: The Investment Process.
CHAPTER 10: How to Analyze: Valuation.
Strict Going Concern Valuation.
Resource Conversion Valuation.
CHAPTER 11: Due Diligence for Distressed Issues.
CHAPTER 12: Distress Investing Risks.
Risks Associated with the Alteration of Priorities.
Risks Associated with Collateral or Enterprise Valuation.
CHAPTER 13: Form of Consideration versus Amount of Consideration.
PART FOUR: Cases and Implications for Public Policy.
CHAPTER 14: Brief Case Studies of Distressed Securities, 2008-2009.
Performing Loans Likely to Remain Performing Loans.
Capital Infusions into Troubled Companies.
CHAPTER 15: A Small Case: Home Products International.
The Early Years.
Growth by Acquisitions.
Retail Industry Woes.
The Fight for Control.
Amendment of Indenture and Event of Default.
The Decision: Prepackaged Chapter 11.
Treatment of Impaired Classes under the Plan.
Financial Means for Implementation of the Plan.
Going-Concern and Liquidation Valuations.
CHAPTER 16: A Large Reorganization Case: Kmart Corporation.
Landlords and Unexpired Leases.
Vendors and Critical Vendor Motions.
Management and KERPs Pre-2005 BAPCPA.
Subsidiary Guarantees and Substantive Consolidation.
Chapter 11 Committees and Out-of-Control Professional Costs.
Buying Claims in Chapter 11.
Kmart’s Plan of Reorganization and Plan Investors.
CHAPTER 17: An Ideal Restructuring System.
Feasibility and Cash Bailouts.
Good Enough Rather Than Ideal.
Highly Beneficial Elements in the U.S. Restructuring System.
Goals of an Ideal Restructuring System.
About the Authors.