opportunity amidst crisis- buying distressed assets, claims, and securities for fun & profit

RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2016 SERIESPremier date: March 4, 2016

© 2016 DailyDAC, LLC d/b/a/ Financial Poise™

Opportunity Amidst Crisis- Buying Distressed Assets, Claims, and Securities for Fun & Profit

restructuring, insolvency & troubled companies 2016 series

Opportunity Amidst Crisis- Buying Distressed Assets, Claims, and Securities for Fun &

Profit

Premier Date: March 4, 2016

© 2016 DailyDAC, LLC d/b/a/ Financial Poise™ 2

WE WOULD LIKE TO TAKE THIS OPPORTUNITY TO THANK OUR SPONSORS



meet the facultyPANELISTS

Laura Davis Jones Pachulski Stang Ziehl & Jones LLPKeith Owens VenableHoward Samuels Rally Capital Services LLC

MODERATOR Jonathan Friedland,

Sugar Felsenthal Grais & Hammer LLP


Practical and entertaining education for business owners and executives, accredited

investors, and their legal and financial advisors. For more information, visit

www.financialpoise.comDISCLAIMER: THE MATERIAL IN THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY. IT SHOULD

NOT BE CONSIDERED LEGAL ADVICE. YOU SHOULD CONSULT WITH AN ATTORNEY TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.

http://www.financialpoise.com/


about this webinar• Eddie Lampert bought Kmart out of bankruptcy.

• W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy.

• Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day.

• A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them.

• And fortunes are made real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell.

This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).


about this seriesCompanies fail all the time, for all sorts of reasons. Some companies become distressed, or even insolvent, because of mismanagement; others because of fraud; others for myriad other reasons- some intrinsic to the company and some extrinsic.

Regardless of the cause, failing or failed companies create a unique set of issues, risks, and even opportunities for all involved. This area of law and finance has become so specialized that no fewer than five (American Bankruptcy Institute; Association of Insolvency & Restructuring Advisors; Commercial Law League of America; National Association of Federal Equity Receivers; Turnaround Management Association) national organizations exist to help those who specialize in the field to stay up to date on the latest developments, strategies, and tactics in the area.

Join some of the leading experts in World, from among the membership of these organizations, as they discuss- in plain English for the non-expert- the basics and the latest in Restructuring, Insolvency & Troubled Companies.

As with all Financial Poise webinars, each episode in the series is designed to be viewed independently of the other episodes, and listeners will enhance their knowledge of this area whether they attend one, some, or all of the programs.

episodes in this series

EPISODE #1 Help, My Business is in Trouble! 2/5/2016

EPISODE #2 Opportunity Amidst Crisis – 3/4/2016Buying Distressed Assets, Claims, and Securities for Fun & Profit

EPISODE #3 What to Expect & Do When Your Customer Becomes Insolvent4/8/2016

EPISODE #4 A Distressed Company and its Secured Lender 5/6/2016

EPISODE #5 Federal Equity Receiverships - 101 6/3/2016Dates above are premier dates

All webinars also available On Demand through West LegalEd Center and Vimeo


A COMPANY’S CAPITAL STRUCTURE

9

Shareholders

Holding Company

First LevelSubsidiary

Operating Company

OperatingCompany

UnsecuredNotes

Trade

Senior Secured

Debt

JuniorSecured

Debt

Trade

Those seeking to own a company can invest in various levels of the capital structure. So-called “loan to own” strategies involve buying the debt of, or lending directly to, a target.


AND, BUYERS CAN BUY IN BANKRUPTCY

10

Bankruptcy

Reorganization Sale as Going Concern

Asset Liquidation


OR THROUGH OTHER LEGAL REGIMES…

11

Non-Bankruptcy

Workout/CompositionAgreement

ABC Receivership Sale of Assets


SPECIFIC ISSUES TO CONSIDER WHEN SELECTING A LEGAL REGIME

Do you wish to cherry pick contracts?

Which liabilities are you o.k. assuming?

Are there specific successor liability concerns?

Are there hostile shareholders or creditors?

What will harm the business the least?

Do you want to avoid an auction?

12© 2016 DailyDAC, LLC d/b/a/ Financial Poise™

THE DISTRESSED M&A OPPORTUNITY

13

Distressed Capital Structures: Debt trading substantially below par

Debt partially impaired, with value running out in the “fulcrum

security.”

Equity value largely reflects option value.

Valuing the enterprise is more complex than in a traditional M&A setting.


THE DISTRESSED M&A OPPORTUNITY

14

M&A Strategies in Distressed Situations: Many creative solutions

Effecting a change of control

while retaining an attractively-priced extant

capital structure.

Effecting a change of

control while capturing the

trading discount of debt.

Building position in fulcrum securities

via structured investments or

secondary market purchases.

Acquiring assets from

distressed or bankrupt sellers.


DISTRESSED CAPITAL STRUCTURES:VALUATION OF DEBT

15

Illustrative Distressed Capital StructureBook Value Price

Trading Value

Senior Credit Facility $500 90 $450

Other Bank Debt(e.g. international)

$100 100 100

Senior Unsecured Notes $250 60 150 Fulcrum Securities

Sub Notes $150 30 45

Total Debt $1,000 $745

Preferred Stock $100 20 $20

Common Stock NM NM $15

Total Capitalization $1,100 $780


VALUING DEBT IN AN M&A CONTEXT

16

Debt trading at or close to par, fully

covered by fundamental value of

business

Tangible, material equity value

Enterprise value assumes debt valued

at par

Debt generally repaid or rolled-over as part

of acquisition.


VALUING DEBT IN A DISTRESSED M&A CONTEXT

17

• Some parts of debt structure trading at significant discount to par, reflecting fundamental value of business potentially lower than par value of debt.

• Value eroding in “fulcrum securities.”• “Fulcrum securities” carrying equity-like risk and likely to be converted into equity in

a restructuring scenario.• Value of equity largely reflects option/hold-out value.• Enterprise value assessment more complex and depends on value assigned to each

security.• Discount of debt offers potential opportunity to capture value in distressed M&A

situations.


M&A STRATEGIES IN DISTRESSED SITUATIONS OVERVIEW OF KEY SCENERIOS

18

Degree of Distress Low Medium High Chapter 11

Timing of Capital Structure Issues None/Long-Term Medium-Term Near-Term Imminent

Strategic Investors

Potential Strategies Regular M&A strategies

Merger or cash acquisition at full value

Cross-conditional tender offer for debt and equity at market prices

Buy selected assets at attractive price



Negotiate acquisition to be consummated in Chapter 11

Participate in §363 auction for selected assets or whole company

Examples Various Ames / Hills

Temple Inland / Gaylord Container

American Airlines / TWA

Aurora Foods / Pinnacle Foods

Consortium/Aladdin

America West / US Airways


19

Degree of Distress Low Medium High Chapter 11

Timing of Capital Structure Issues

None/Long-Term Medium-Term Near-Term Imminent

Financial Investors

Potential Strategies Buy equity and roll over existing debt via change of control waiver


Invest in 2nd Lien / PIPE (potential path to control)



Acquire fulcrum security to gain control upon restructuring


Participate in §363 auction for selected assets or whole company

Sponsor plan of reorganization

Examples BC Partners/IntelsatSun Capital/Mark IV

Fairfax/AbitibiSilverpoint/GraniteWayzata/PortolaTennenbaum/Radnor

Anschutz/RegalCinemasOaktree/Tekni-PlexCDW/Micro Warehouse

Centerbridge/DanaESUKMartOne Equity/Polaroid

M&A STRATEGIES IN DISTRESSED SITUATIONS OVERVIEW OF KEY SCENERIOS


20

Distress Description/Rationale Considerations

Low Acquire company but seek to retain existing capital structure

Financing not available and/or terms of current financing more advantageous

Does not explicitly capture discount

Requires relative improvement as incentive for debt to amend terms or overcome CoC clause

Extension of maturity and other “money” terms require 100% vote

M&A STRATEGIES IN DISTRESSED SITUATIONS BUY EQUITY AND ROLL-OVER DEBT


21

M&A STRATEGIES IN DISTRESSED SITUATIONS CROSS-CONDITIONAL TENDER OFFER


Mid/High Tender for debt at discount and pay “nominal” amount for equity, with both transactions being contingent

Finance acquisition with new debt and equity

Provides value to equity to avoid potentially costly lengthy restructuring

Transaction dependent on premium offered and success of tender

Potential hold-up by dissident holders

Requires new financing post acquisition


22

M&A STRATEGIES IN DISTRESSED SITUATIONS INVEST IN 2nd LIEN/PIPE

(POTENTIAL PATH TO CONTROL)


Mid Structured investment ahead of current equity

Enhances liquidity with providing potential path to control

No bankruptcy; equity survives (but diluted)

Does not capture discount

No immediate acquisition of control and potentially limited corporate governance rights

Control uncertain and investment potentially impaired; not fully covered in downside scenario if performance further deteriorates


23

M&A STRATEGIES IN DISTRESSED SITUATIONS BUY INTO FULCRUM SECURITY TO ACHIEVE CONTROL


High Acquire blocking position in fulcrum security at discount to par

Convert into new equity or bid par value in restructuring process

Recover par value if outbid

Limited ability for upfront due diligence

May be difficult to acquire controlling position

Price to be paid for full position uncertain

Might be perceived as hostile

May require active approach in lengthy restructuring process


24

M&A STRATEGIES IN DISTRESSED SITUATIONS ACQUIRE IN BANKRUPTCY via 363 OR PLAN SPONSORSHIP


High Buy company or selected assets from motivated seller “free and clear during bankruptcy process

Sponsor restructuring plan with cash and/or securities to fund reorganization at attractive valuation

Typically done in lengthy auction processes with court supervision

Complex and may require negotiations with numerous parties

Transparent, competitive process


25

WHAT DOES A TYPICAL §363 SALE PROCESS LOOK LIKE?

• APA negotiation. • Procedure motion approval.• Notice.• Diligence.• Auction.• Sale approval.


26

WHAT ARE TYPICAL STALKING HORSE BID PROTECTIONS?

Break-up fee

Expense reimbursement

Initial overbid minimum

Subsequent minimal

increments


11 U.S.C. § 363

27

Allows court to approve sale of debtor’s assets “free and clear”

of “interests” in the assets

– Real property– Personal property– Leased property?


11 U.S.C. § 363

“Free and clear” provision protects buyer from the shambles of debtor-seller company’s records and finances

– Debtor may not know the extent of its ownership interest

– Lessors, judgment creditors, and statutory lienholders might have claims to assets


11 U.S.C. § 363

Buyer sees low price plus title protection

29

Debtor-Seller (and secured lenders) sees a way to maximize sale value


STALKING HORSE

Subject to:

30

Bidder who starts the process by signing a binding purchase agreement

•Notice to all creditors and publication notice plus marketing

•Competitive bidding at auction

•Court approval after auction


STALKING HORSE ADVANTAGES

31

More time for due diligence

Can negotiate terms less attractive to other likely bidders

Build relationship with management

Learn about key employees

Learn about and meet vendors and customers (and take temperatures during

due diligence)


ADVANTAGES (continued)

32

Head start in financing

Can set bidding terms

•Duration of pre-auction period•Amount of deposit (if any)•Bid and bid increment amounts•Break-up fee

Understand contracts and regulatory issues

•Contract sorting toward assumption and rejection scheme•Hart-Scott-Rodino•Environmental


STALKING HORSE DISADVANTAGES

33

No guaranty of winning auction

Time and resources expended

Bound to close even if value disappoints

Potentially expensive

withdrawal (litigation)


THE ASSET PURCHASE AGREEMENT


APA– “As is, where is”– Detailed list of assets to

be purchased– Few reps and warranties

• Due diligence usually complete already• No customary “outs”

– No indemnification– Holdback common– Minimal closing conditions

• “Lights on”• Maintain minimal DIP financing level• Key customers/management/employees


BID PROTECTION and QUALIFICATION

36

• Sets requirement for next bid– Subsequent incremental bid amount

• Large overbid amounts can protect stalking horse• Now common to require pre-qualification by interested

bidders– Excludes less-than-serious bidders (who may be unable to close)– Allows stalking horse to game auction?


BREAK-UP FEE (Stalking Horse Outbid)

37

To compensate stalking horse for costs and risks in establishing a

floor price

Works in conjunction with bid protection to protect stalking

horse (and therefore a target of cost-conscious creditors)

At discretion of court -Often about 3% of sale price

-Advance agreement by secured lender and creditors’ committee

will help


EARNEST MONEY DEPOSIT

38

• Cash only? (LOC may work)

• Desperation of seller and lender can affect amount

• Larger deposit might speed auction and hearing


SELLER CONTRACTS

39

Can be assumed, assigned, or rejected under 11 U.S.C. § 365

Contract rejection generally leaves counter-party with only a claim against debtor;assumption continues contract with Debtor; and by assumption and assignment, Debtor conveys its interests to a third party, such as Buyer

To assume or (assume and then) assign contracts, Debtor must cure pre-petition monetary defaults (often with purchase price funds)

Under the APA, contracts valuable to Buyer are assumed and assigned, while others are rejected or excluded


SELLER CONTRACTS

40

Counter-party can also ask for performance assurances from

buyer

Designation Rights Agreement (Debtor can transfer its rights to decide what to assume and

what to reject)

Buyer might agree to assume unsecured liabilities to maintain relationships


ADDITIONAL PROVISIONS

41

Notice periodCourt approval

and closing deadlines

Satisfactory sale order terms


LIABILITIES LEFT BEHIND

42

Buyer takes only liabilities it agrees to take . . .

Possible Exceptions

• Environmental liabilities• Product liabilities


PROCESS

43

• APA attached to motions to approve sale and bid procedures– Together with sale notice, proposed sale order

• Rules require at least 21 days notice– Can be shortened for cause

• Rules require notice to all creditors• Virtual data room established (bidders learn of Debtor;

Stalking Horse learns of bidders)


PROCESS (Continued)

44

• Common pre-auction qualification terms– Bids qualified at least one week before auction– Bidders submit set cash deposit– Bidders agree to be bound to same terms as APA

• Auction– Includes only pre-qualified bidders (but Courts like an open door)– Bidding subject to bid protection amounts– Debtor sometimes reserves right to offer in bulk or lot, depending upon bids


PROCESS (continued)

Sale Hearing-Shortly after auction-Court determines fairness and fidelity of

process and notice-Hears objections -Evidence technically required; usually

short hearing

45

Closing, per APA, can happen immediately after Court approval (usually payment is cash or credit bid)


Development of the Claims Trading Market

46

• Claims purchased at large discounts• Select funds marketing via unsolicited letters• Primarily trade claims• Average face values <$100k• Claim transfer agreement very buyer friendly –

minimal negotiating of terms• Buy-and-hold (claims repaid in cash upon debtor’s

emergence)

• Claims purchased at large discounts• Recent bankruptcies have more complex and larger

claim pools – bank debt, unsecured bonds, trade claims

• Hedge funds and traditional trade claim funds active in claims trading

• Strategic and speculative motivations• Avg. face value now in the millions• Claim transfer agreement heavily negotiated

In 2012, there were claims transfers representing approximately $41.0 billion in face value.


Claims Buyer Concerns

47

Claim(Is the claim allowed? If so, in

what amount?)

Credit(What is the expected recovery? What is the expected timing of

distribution? What is the expected form of consideration?)

Counterparty(Will the counterparty be around if

I need to rely on the recourse provisions in the claim transfer

agreement?)


The Pros of Claims Trading

48

Avenue to liquidity for

Sellers

Can afford buyer

influence over outcome of the

case

Illiquid and opaque market

(abnormal returns for

buyer)


The Cons of Claims Trading

49

To Debtors: can delay or block plan process -- changing

creditor body complicates plan negotiations, and

support agreements

To Those Who Distrust

Freedom: an unregulated

market

Administratively burdensome (costs to the estate and

court)


Claims Trading and 11USC §§ 502 (d) & 510

• Claim may be disallowed if claimant subject to liability for unreturned preferential transfers, fraudulent transfers (and more)

• Claim may be subordinated to other claims “under principles of equitable subordination”

• Enron Corp. v. Springfield Assocs. (In re Enron Corp.), 379 B.R. 425 (S.D.N.Y. 2007)

• In re KB Toys Inc., 736 F.3d 247 (3d Cir. 2013)


51

PITFALLS FOR THE UNITIATED

• Credit bidding issues• No standing to object• Liabilities that may not be cleansed• Transfer taxes• Collusive bidding


More About The Faculty: JONATHAN FRIEDLAND

[email protected] Friedland is a partner with Sugar Felsenthal Grais & Hammer LLP. He regularly represents parties in the purchase and sale of businesses and counsels businesses and their owners in their everyday affairs. Jonathan is also a nationally recognized expert in matters related to financially distressed companies.

Jonathan holds the highest possible rating from Martindale-Hubbell (AV® Preeminent™) and AVVO (10/10), has been repeatedly recognized as an Illinois “superlawyer” in the areas of Business/Corporate Law and Bankruptcy & Creditor/Debtor Rights, and has received several other similar distinctions. He is licensed to in Arizona, Illinois, New Jersey and New York.

Jonathan has been profiled, interviewed, and/or quoted in numerous publications, including Buyouts Magazine; Smart Business Magazine; The M&A Journal; Inside Counsel; LAW360; Business Week.com; The Bankruptcy Strategist; Dow Jones Daily Bankruptcy Review; Bankruptcy Court Decisions; Dow Jones LBO Wire; and The Daily Deal. He has authored three books and more than a hundred articles, and has spoken on more than 100 panels.

Jonathan is also the founder and chairman of DailyDAC, LLC, d/b/a Financial Poise™, an on-line provider of continuing education, information, and business intelligence for business owners, investors, and their trusted advisors. Jonathan graduated from the State University of New York at Albany, magna cum laude, in 1991 after three years of study and from the University of Pennsylvania Law School in 1994. He clerked for a federal judge before entering private practice, spent several years teaching MBA candidates as an Adjunct Professor of Strategic Management at the University of Chicago Booth School of Business, and was the 2006 Clayton Center for Entrepreneurial Law Visiting Professor of Business Law at the University of Tennessee College of Law. Jonathan was a partner with Kirkland & Ellis LLP before joining SugarFGH.


More About The Faculty: D

LAURA DAVIS [email protected]

Laura Davis Jones is a name partner and the managing partner of the Delaware office of Pachulski, Stang, Ziehl, & Jones. She gained national recognition as debtor's counsel in the Continental Airlines bankruptcy case, and has represented numerous debtors, creditors' committees, bank groups, acquirers, and other significant constituencies in national chapter 11 cases and workout proceedings. She lectures at national bankruptcy and litigation seminars, and has authored numerous articles. Laurawas named "Deal Maker of the Year" by The American Lawyer in 2002 and has also been profiled in The American Lawyer.

Laura has been named continuously by her peers as one of the "Best Lawyers in America" and as one of the "Best Lawyers in Delaware." In addition to being named a "Delaware Super Lawyer" every year since 2007, she was selected as one of the top ten lawyers in Delaware in 2007 and 2008. She is included among Chambers USA America's "Leading Lawyers for Business," and ranked among the top-tier Bankruptcy/Restructuring lawyers in Delaware. Laura has been recognized in the K&A Restructuring Register since its inception, has been named repeatedly to the International Who's Who of Insolvency and Restructuring Lawyers, and has been listed among the "Lawdragon 500 Leading Lawyers in America" since 2005. She holds an AV Preeminent Peer Rating, Martindale-Hubbell's highest rating for ethical standards and legal ability. Laura is a graduate of University of Delaware and received her J.D. from Dickinson School of Law, where she was on the board of editors and business manager for the Dickinson Law Review, as well as to serve on the Appellate Moot Court Board. Laura is admitted to practice in Delaware and the District of Columbia.




KEITH [email protected]

Keith Owens is a partner at Venable. He represents debtors-in-possession, creditors committees, secured and unsecured creditors, trustees and receivers, asset purchasers, parties to contracts, and other constituencies in a wide range of bankruptcy, liquidation and workout matters throughout the United States.

Mr. Owens' work with clients on all sides of a bankruptcy proceeding gives him a unique “360 degree” perspective on each case he handles. He understands the competing objectives and strategies that opposing parties might use to achieve their goals. Combining his knowledge and experience navigating in the tense environment of a bankruptcy proceeding enables Mr. Owens to advocate for his clients, whether the client is a secured creditor that wants to protect its collateral, an official committee of unsecured creditors that wants to maximize recovery for the unsecured creditor body through a confirmed plan of reorganization or liquidation, or a debtor-in-possession that wants to survive following confirmation of a plan of reorganization.

Mr. Owens has significant experience in the healthcare industry, where he has represented healthcare providers, including hospitals, nursing homes, senior care facilities, and physician groups, as well as health maintenance organizations. Mr. Owens has represented clients in a variety of other industries including the automotive industry, and franchisors in the food services industry, among others. He has also assisted clients in managing and protecting their intellectual property rights both prior to and during a bankruptcy proceeding.


THOMAS J. [email protected]

Thomas Salerno is a member of the financial restructuring practice at Stinson Leonard Street. He has been involved in restructurings in the United States, the United Kingdom, Germany, France, Switzerland and the Czech and Slovak Republics. In addition, he teaches Comparative International Insolvency at the University of Salzburg. Tom was named as one of 12 Outstanding Bankruptcy Attorneys in 1998 and 2000 by Turnarounds & Workouts, a newsletter published by Beard Group, Inc. in Washington DC, and is a member of the select group of insolvency professionals listed in the K&A Restructuring Professionals Registry. He has been listed in The Best Lawyers in America since 1993 and was selected by his peers for inclusion in Southwest Super Lawyers, a distinction honoring the top 5 percent of lawyers in the region. In 2009, Tom was selected as Best Lawyers’ Phoenix Bankruptcy and Creditor-Debtor Rights Lawyer of the Year and was one of three Arizona-based lawyers to be listed in The International Who’s Who of Insolvency & Restructuring Lawyers. He is rated AV by Martindale-Hubbell’s rating system.

Tom has extensive experience representing distressed companies, acquirers and creditors in financial restructurings and bankruptcy proceedings, pre- and post-bankruptcy workouts, and corporate recapitalizations. He has represented clients in diverse industries such as casinos, resort hotels, real estate, high-tech manufacturing, electricity generation, agribusiness, construction, healthcare, airlines and franchised fast-food operations. He has also served as an expert witness on US insolvency law in litigation in Germany.



HOWARD [email protected]

Howard founded Rally Capital Services, LLC in 1998, and continues to serve as its founding member today. He brings a wealth of knowledge and a broad range of experience, having worked as an Internal Revenue Agent and IRS Midwest Regional Division Appellate Conferee (pre-U.S. Tax Court adjudicator), attorney, tax law specialist and trusted strategic business advisor to a variety of operating businesses, commercial lenders and other business professionals.

Howard has structured hundreds of millions of dollars in transactional funding for his clients, including the successful implementation of creditor workouts involving millions of dollars in debt with more than 3,500 creditors and claims ranging from small deals to multi-million-dollar deals. As a paid professional, he has served as Managing Agent to Debtors-in-Possession, Assignee/Trustee in Assignments for the Benefit of Creditors, Court-Appointed Receiver to operating businesses, Liquidating Agent and advisor to business owners, commercial lenders and other professional advisors.


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Visit www.eisneramper.comEisnerAmper. Let's Get Down to Business®

EisnerAmper LLP is a leading full-service advisory and accounting firm, and is among the largest in the United States. We provide audit, accounting, and tax services, as well as corporate finance, internal audit and risk management, litigation services, consulting, private business services, employee

benefit plan audits, forensic accounting, and other professional advisory services to a broad range of clients across many industries. We work with high net worth individuals, family offices, closely held businesses, start-ups, middle market and Fortune 500 companies. EisnerAmper is PCAOB-registered and provides services to more than 200 public companies and to thousands of entities spanning the hedge, private equity, brokerage and insurance

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Important Notes

• THE MATERIAL IN THIS PRESENTATION IS FOR GENERAL EDUCATIONAL PURPOSES ONLY.

• IT SHOULD NOT BE CONSIDERED LEGAL, INVESTMENT, FINANCIAL, OR ANY OTHER TYPE OF ADVICE ON WHICH YOU SHOULD RELY.

• YOU SHOULD CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.