Restructuring Expert Henry Miller Visits Corporate Finance Class

Henry Miller, chairman of Marblegate Asset Management, gave Yale SOM students an introduction to the art of financial restructuring when he spoke at Yale on November 26.

Miller, who has handled an array of high-profile financial restructurings for companies including Kmart, Dana Corp., Polaroid, Spiegel, Charter Communications, and Stolt-Nielsen, spoke as a guest in the Corporate Finance class taught by Heather Tookes, associate professor of finance.

"Mr. Miller has extensive experience in financial restructuring," Tookes said. "He always brings a thoughtful, nuanced perspective to what can be a very complex set of issues." Miller gave students what he called a "primer" on restructuring, broadly outlining the strategy he has used to analyze and restructure failing corporations.

"The two elements that are behind every restructuring are fear and greed," Miller noted. The key, he said, is to anticipate very early on in the process how the various stakeholders will respond. Miller said he does this by creating a "Has, Wants, Fears" matrix that weighs each stakeholder's position and maps the way towards negotiation.

While every restructuring is different, involving a unique set of players and cause of distress, the lead financial advisor's job remains the same, Miller said. "You have the role of consigliere, priest, rabbi, whatever you prefer—to keep the deal going forward and to maximize value," he said. And that isn't easy to do when the leaders of a failing company, the company's creditors and customers, and the regulating bodies are all vying for settlement terms most favorable to them, Miller said.

The goal of any restructuring, Miller said, is a quick-moving, successful resolution: one that either avoids a bankruptcy filing altogether or, if bankruptcy is unavoidable, allows a deal to be hammered out so that the company has an opportunity to be rehabilitated for the benefit of all stakeholders.