Legacy Liabilities inBankruptcy:Addressing Collective Bargaining Agreementsand Pension Obligations

Thursday, May 16, 20136:30 p.m. Program8:00 p.m. Reception

New York City Bar Association42 West 44th Street(between 5th & 6th Avenues)New York City

Thursday, May 16, 20136:30 to 8:00 p.m. Program8:00 to 9:00 p.m. Reception

New York City Bar Association42 West 44th Street(between 5th & 6th Avenues)New York City

MODERATORThe Honorable Sean H. LaneUnited States Bankruptcy Court,Southern District of New York

PANELISTSJoshua GotbaumDirectorPension Benefit Guaranty Corporation

Gregory F. RayburnChairman and CEO Hostess Brands/Kobi Partners, LLC

Gregory L. SegallChairman and CEOVersa Capital Management, LLC

James H.M. Sprayregen, P.C.PartnerKirkland & Ellis LLP

Harry J. WilsonChairman and CEOThe MAEVA Group, LLC

SPONSORING COMMITTEEBankruptcy and CorporateReorganization

PROGRAM CHAIRStephen E. HesslerPartnerKirkland & Ellis LLP

COMMITTEE CHAIRDamian S. SchaiblePartnerDavis Polk & Wardwell LLP

COMMITTEE SECRETARYEli J. VonnegutAssociateDavis Polk & Wardwell LLP

Dear Colleagues:

We write to invite you to Legacy Liabilities in Bankruptcy — AddressingCollective Bargaining Agreements and Pension Obligations, a panel discussionto be held on May 16, 2013 at 6:30 p.m. at the New York City Bar Associationheadquarters, with a reception following at 8:00 p.m.

From the liquidation of Hostess Brands to the merger of AmericanAirlines, legacy liability issues have played a significant role in the outcome ofmany recent high-profile bankruptcies. As chapter 11 debtors (and theircreditors) increasingly seek to use Sections 1113 and 1114 of the BankruptcyCode to address collective bargaining agreement and pension obligations —and current and former employees (and their union representatives) respondaccordingly — a variety of strategies have emerged to pursue the consensualresolution of these issues. At the same time, litigation may be unavoidablewhere the treatment of legacy liabilities is a gating item for a debtor and itsstakeholders.

To that end, examining the varying goals, tactics and strategies ofparties in different scenarios provides critical guidance into the legal, economicand practical implications of a distressed corporation’s attempts to reform itslegacy liabilities. Featuring key players from many of the largest chapter 11cases in history, who have represented many of the core constituencies incomplex labor disputes, the panel will explore the opportunities and challengesthat confront debtors, unions, regulators and investors when collectivebargaining agreements and pension plans are addressed in bankruptcy.

We hope to see you on May 16.

Sincerely,

The New York City Bar AssociationCommittee on Bankruptcy and Corporate Reorganization

RSVP by May 2, 2013 by registering here.

Please contact Suzanne Svendsen at +1 (312) 862-4427 orsuzanne.svendsen@kirkland.com with questions.

INVITATIONLEGACY LIABILITIES IN BANKRUPTCY

JOSHUA GOTBAUMDirectorPension Benefit Guaranty Corporation

SPEAKERSJudge Lane was sworn in as a United States Bankruptcy Judge for the SouthernDistrict of New York on September 7, 2010. He earned his B.A. from New YorkUniversity College of Arts & Science and his J.D. degree from New York UniversitySchool of Law. He practiced with Baker Hostetler and thereafter he served as a trialattorney in the Department of Justice, Civil Division, National Courts Section. JudgeLane served as an Assistant United States Attorney for the Southern District ofNew York, including serving as the Chief of the Tax & Bankruptcy Unit of that Office.

Josh Gotbaum was Chapter 11 Trustee for Hawaiian Airlines, an investment bankerinvolved in restructurings beginning with Braniff and continuing through Delphion behalf of debtors, unions, secured and other creditors, and a distress investor.He now runs PBGC, itself involved in AMR, Hostess, and many other proceedings.He was an expert witness on behalf of the Steelworkers union in one of the earliest1113 proceedings and was a management witness in 1113 hearings at Hawaiian.

Greg Rayburn is one of America’s most experienced turnaround executives,having led numerous high-profile corporations through cultural, strategic andcompetitive challenges to maximize stakeholder value. In his nearly 30 years as aprofessional, he has earned a reputation for providing high-impact leadershipunder adverse circumstances. Greg has held CEO positions at Muzak Holdings,LLC, Syntax-Brillian Corp., International Outsourcing Services, and SunterraCorporation. Notably, Greg served as CRO of WorldCom, during the largest U.S.bankruptcy in U.S. history at the time.

Versa is a private equity investment firm with $1.5 billion of assets under managementand focused on distressed leveraged buyouts and other “Special Situations,”targeting North America-based middle market companies with revenues under $1 billion. Greg Segall has overall responsibility for Versa Capital Management andits investment strategies including leadership and supervision of the investmentand portfolio management activities of the firm and its affiliated investmentfunds. He has led Versa and its predecessors since their founding in 1992.

James Sprayregen is recognized as one of the country’s outstanding restructuringlawyers and has led some of the most complex Chapter 11 filings in recent history.He has extensive experience representing major U.S. and international companiesin and out of court as well as buyers and sellers of assets in distressed situations.He also has handled matters for clients in industries as varied as manufacturing,technology, transportation, energy, media and real estate. Some of his mostsignificant representations involving labor and pension issues include UnitedAirlines Corporation, YRC Worldwide, Inc., Visteon Corporation, Lear Corporation,The Great Atlantic & Pacific Tea Company (A&P), and Hawker Beechcraft, Inc.

Harry Wilson is the Chairman and CEO of MAEVA Group, LLC, a turnaroundmerchant bank that advises and invests in corporate transformations andadvises municipal governments. Prior to founding MAEVA, Harry spent most ofhis career as an investor at The Blackstone Group and Silver Point Capital. In2009, he oversaw the restructuring of General Motors for the U.S. Treasury andcurrently sits on the boards of Yahoo!, Visteon, YRC Worldwide and the PBGC’sAdvisory Committee.

THE HONORABLE SEAN H. LANEUnited States Bankruptcy Court,Southern District of New York

GREGORY F. RAYBURNChairman and CEOHostess BrandsKobi Partners, LLC

GREGORY L. SEGALLChairman and CEOVersa Capital Management, LLC

JAMES H.M. SPRAYREGEN, P.C.PartnerKirkland & Ellis LLP

HARRY J. WILSONChairman and CEOThe MAEVA Group, LLC

MODERATOR

PANELISTS

SPONSORSThe New York City Bar Association and its Committee on Bankruptcy and

Corporate Reorganization thank the following program sponsors: