VALCON 2010 Moderator: Michael P. Richman Patton Boggs LLP, New York Panelists : Marc Abrams Wilkie...

VALCON 2010

Moderator: Michael P. Richman

Patton Boggs LLP, New York

Panelists: Marc Abrams

Wilkie Farr & Gallagher, New York

Peter Chadwick

Capstone Advisory Group, LLC, Washington, D.C.

Adrian Frankum

FTI Consulting, Inc., New York

Ted Stenger AlixPartners, LLP, New York

The Role of the Hypothetical Liquidation Analysis:How Will Approaches in the Auto Cases Affect General Restructuring Practices?

VALCON 2010The Role of the Hypothetical Liquidation Analysis:How Will Approaches in the Auto Cases Affect General Restructuring Practices?

Case Study:

The Chrysler LLC Restructuring

restructuring \ litigation \ valuation

capstoneag.com

The Chrysler Restructuring

February 25, 2010

Table of Contents

About the Speaker 3

Automotive Industry in Crisis 5

Government Forced Secured Lenders to do a Deal

that Violates Bankruptcy Doctrine? 11

About Capstone 15

Appendix: Large Case Experience 22

About the Speaker

5

Peter Chadwick – Executive Director

Peter Chadwick spent the past six years working with automotive companies and creditors, including Citation, Metaldyne,

Dura, JL French, Intermet, Collins & Aikman, and Chrysler

– These engagements have provided Peter with a unique perspective on the restructuring of automotive companies (and in

some cases liquidating)

– Spent five of the six years sitting across from Chrysler representatives negotiating accommodation agreements and

financial support on behalf of suppliers

– Spent the past year sitting on the same side as Chrysler in negotiating agreements with its supply base

As the team leader on the Chrysler engagement, Peter managed the business planning process, the U.S. Treasury,

Canadian EDC, and Fiat due diligence processes and implementation of the Supplier Program

– Peter continues to manage the liquidation of Old Carco’s 21 properties and its emergence from bankruptcy

Prior to joining Capstone, Mr. Chadwick worked as a restructuring advisor at Policano & Manzo and FTI Consulting

Mr. Chadwick holds an MBA in finance from the Olin School of Business at Babson College and a BA from Pennsylvania

State University, and is a Certified Insolvency Restructuring Advisor

About the Speakers

6

Automotive Industry in Crisis (Negotiating in the Shadow of

Bankruptcy)

7

Historic Decline in Auto Sales – 2009 Lowest Level in 40 Years!

Automotive Industry in Crisis (Negotiating in the Shadow of Bankruptcy)

8

1011 11

10

11 12

10

12

1414

1211

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1515

14

1211 11

12

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1514

1313

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15 15 16 1616

17 18 18 17 17 17 17 1717

14

10

0

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1964

1965

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1967

1968

1969

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1975

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1977

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1979

1980

1981

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1983

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1985

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1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

U.S. Auto Industry Sales History

( Unitsin M

illions)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Typically a very cyclical industry

Cheap Credit sustains high level of demand


9

Issuance of AutoAsset Backed Securities

($Billions)

… which Shrinks Available Capital for Auto Loans …

… which Shrinks Available Capital for Auto Loans …

$1,224

$854

$148

2006 2007 2008

… and Increasing Repos Hurt Lenders …… and Increasing Repos Hurt Lenders …

1.3 1.5 1.7

$10.3$10.5

$10.7

$10.0

$10.2

$10.4

$10.6

$10.8

0.0

0.5

1.0

1.5

2.0

2.5

2006 2007 2008

# o

f Rep

os

(Mill

ion

s) Repossessions

6.8%

11.6%

15.9%

0%

5%

10%

15%

20%

2006 2007 2008

Delinquency Rates are Soaring …Delinquency Rates are Soaring …

Delinquency Rates

Perc

ent (

%)

95%

85%

5%

15%

75%

80%

85%

90%

95%

100%

2007 2008

Auto Loan Interest SpreadOver Commercial Paper Rate

Basis Points

Auto Loan-% of Down Payment

… Leading to Higher Borrowing Costs …… Leading to Higher Borrowing Costs … …and Higher Down Payment Requirements …and Higher Down Payment Requirements

28

650

130

1,100

0

200

400

600

800

1,000

1,200

2007 2008

RetailWholesale

Perc

ent o

f Pur

chas

ed P

rice

Auto Loans

Down Payment

73%

34%

48%

30%

40%

50%

60%

70%

80%

Dec'07

Feb'08

Apr'08

Jun'08

Aug'08

Oct'08

Dec'08

Chrysler Financial ConsumerFinancing Approval Rates

… and therefore Credit Approval Rates are Down 25% Points from the End of 2007

… and therefore Credit Approval Rates are Down 25% Points from the End of 2007

Jan‘09Jan‘09

… And Credit is Difficult To Secure For those Who Want To Purchase

Automakers are paid immediately after vehicles are shipped from their plants (financial institution draft) Automakers typically have 45 – 50 days to pay suppliers for materials Therefore:

Change in Operating Environment


10

Normal Environment

Production/Shipments

Automaker Cash Balance

Production/Shipments

AutomakerCash Balance

A Total Of ~ $50B Cash Drain For The Detroit Three In 2008

Jan DecJan Dec

Normal Environment Current Environment

Dramatic drop in SAAR (Includes light, medium and heavy duty vehicles)

Historic Decline in Auto Sales


11

Jan-Jun ‘08 15.0

6.4 Million Unit Net Reduction

17.2 17.116.7 16.6 16.4

15.9 15.816.2

16.716.4

16.116.6

15.6 15.6 15.4

14.8 14.6

13.9

12.6

13.9

12.8

10.910.5 10.7

9.8

9

10

11

12

13

14

15

16

17

18

U.S. Auto Sales (SAAR)

2007 CY Average est. 16.5M

6.4 Million Unit Net Reduction

2007 CY: 16.5

2008 CY: 13.2

3Q ‘08: 13.1

Jan-Jun ’08: 15.0

2009 CY Average est. 10.1M640K units,

approx. $15.5B in lost revenue for Chrysler

November and December 2008


12

The CEOs of the Detroit Three fail to obtain emergency funding from Congress

This left Chrysler with a real conundrum as liquidity approached zero– Keep producing cars without knowing if credit will be available to purchase them– Needing to generate some liquidity to fund working capital drain and fixed cost burden– Chrysler was heading towards the precipice of liquidity crisis from which it likely could not emerge

Built on Experience, Leading with Excellence

Government Forced Secured Lenders to do a Deal that

Violates Bankruptcy Doctrine?

13

Most Common Criticisms

Government Forced Secured Lenders to do a Deal that Violates Bankruptcy Doctrine?

14

Lack of creditor consent– Administrative agent for secured lenders consented to sale– Remaining creditors did not oppose sale ultimately

Sale violated absolute priority– Misstates creditors entitlement – entitlement is to the extent of collateral– $2 billion purchase price was paid to lenders– Remaining liened assets are liquidated to satisfy respective DIP/Secured Lender debt– New equity contributed new value

Use of section 363 side stepped the bankruptcy process– Well-established law allows for emergency asset sales in a “melting ice cube” scenario– Even Indiana Pension Funds conceded this was a “melting ice cube”– Speed of process maximizes asset value as a going concern


Most Common Criticisms


15

Use of a liquidation value as basis for fair value

– Liquidation estimates showed recoveries to be a fraction of the sale value

– Best deal available? – Alternative was liquidation

– Marketed company for 24 months to GM, Toyota, Volkswagen, Tata, GAZ, Magna, Hyundai, Mitsubishi, Honda and 3 Chinese

– No alternative financing

– 60-day DIP expiring in June

– Fiat drop-dead date June 15

In fact: Government threats to end funding and force bankruptcy resulted in:

– A realistic review of the Company’s outlook

– Genuine viability analysis

– Creation of a structure that emphasizes minimization of damage


Fiat Sale LiquidationProceeds - $2 billion cash - 31 plants and 12 properties

- $200 million fund claims estimated at - Time to orderly liquidate- 21 properties- Dealer liabilities- Warranty liabilities- Supplier claims- Workers comp claims

RecoveriesDIP Lenders - Cash collateral - Cash collateral

- 9 properties - less Surcharges- 9 properties

First Lien Lenders - $2 billion - Est. $800 million- 12 properties- Certain vehicles

Secured Taxes - Satisfied in full due to - Compromised due to value funding by DIP of collateral

Admin Costs - Paid in full, including - Pre-sale costs compromised503(b)9 claims - Some Chpt 7 costs require

approval to surcharge securedcollateral

Priority - Paid in full - No funds available

Satisfaction of Claims in Two Scenarios

Sale Provided Critical Test for GM


16

About Capstone

17

Capstone Advisory Group, LLC is a leader in providing multidisciplinary services and solutions to lenders, companies, and investors through its core practice areas:

130+ senior professionals including turnaround experts, forensic investigators, and valuation and insolvency experts

– Senior professionals average over 20 years of experience

– Many are former COOs, CFOs, controllers, and have certifications in valuation, accounting, fraud examination, etc.

Capstone professionals have collectively worked on over 900 matters involving both small and Fortune 500 companies

– Experience extends to companies with revenues of less than $100 million to over $10 billion and complex capital structures

Experience advising all constituencies affords us an in-depth understanding of the issues and provides the background to build consensus

– Capstone has advised on numerous cases where adverse conditions necessitated operational and/or financial turnarounds, debt refinances and/or capital raises

– This enables us to quickly understand and predict the concerns, requirements, and actions of constituents


About Capstone

18

Restructuring and Transaction Advisory Services

Litigation and Forensic Services

Valuation Services

Companies that are restructuring, involved in a merger or acquisition, or considering a new loan or investment turn to Capstone for the expert knowledge and resources that will help evaluate the undertaking, and maneuver effectively through the process

Strategies to Conserve Liquidity; Implementing Cash Management and Forecasting

Strategic and Business Planning; Financial Modeling

Profit Improvement and Cost Rationalization Analysis and Negotiation of Restructuring

Alternatives Bankruptcy Planning and Process

Management Interim and Crisis Management, Including CRO Negotiating Debtor-in-Possession, Bridge, and

Exit Financing Expert Testimony Developing Key Employee Compensation

Programs Monitoring Financial Performance and

Collateral Going-Concern and Liquidation Valuations

Restructuring and Transaction Advisory Services

19

Restructuring Services

Integrity of Business Plans and Cash Flow Projections

Quality of Earnings and Control Environment

Management and Managerial Systems

Obstacles to Growth Synergy and Shutdown Analysis Design and Implementation of

Integration Plans Accounting Policy Issues Debt Capacity and Capital Structure Compliance Reviews Business Valuation Services Post-Closing Transaction Support

Related to Adjustments and Disputes Transition Services Agreements

Transaction Advisory Services

Bringing and Resolving Avoidance and Other Causes of Action

Pursuing Recoveries of Contingent Assets, such as Insurance, Credit Cards and Tax Refunds; Converting Assets to Cash (i.e., Real Estate, Securities, International Assets)

Claims Management Administration and Resolution

Managing Trust Registries and Distributions to Creditors

Accounting, Reporting and Compliance, Including Tax Returns

Interacting with Stakeholders; Providing Informational Reporting and Projected Recoveries

Identifying Key Debtor Personnel to Wind Down the Business

Managing Orderly Wind Down of a Business or Trust Within Budget Guidelines

Interacting as Appropriate with Bankruptcy Court and U.S. Trustee

Fiduciary Services

About Capstone

Capstone has been instrumental in resolving hundreds of disputes, both in and out of court, putting our professional consulting, expert litigation and forensic services to work for our clients

Our credentialed professionals include:– Certified Public Accountants– Certified Fraud Examiners

Our services include:– Development of litigation issues and strategies– Assessment of alternatives– Damages assessments– Creation and challenge of claims– Evaluation of strengths/weaknesses of litigation positions– Comprehensive financial discovery and analyses

We have successfully testified in both state and federal courts, in numerous disciplines, and on diverse issues– Meticulously-prepared, expertly-executed testimony – Credible, verifiable information that stands up to the most rigorous scrutiny

We have advised on and achieved success in the following areas: – Claims and litigation in intellectual property matters; construction claims;

surety claims; lost profits; product liability; fraud; accounting malpractice; solvency; breach of contract; breach of fiduciary duty; purchase price and other contract disputes

Complex Commercial Litigation Arbitration, Mediation and Dispute Resolution Bankruptcy Avoidance Actions and Analysis Damages Claims Preparation and Assessment Analysis of Relationship Between Events and

Damages Construction Damages Analysis Project Reconstruction and Job History Analysis Internal Investigations SEC Matters Purchase Price Disputes Critique of Reports by Other Experts Analysis of Leveraged Transactions, Solvency and Insolvency Business Fraud Investigations Third-Party Inspections

Litigation and Forensic Services

About Capstone

20

Typical Litigation and Forensic Services– Forensic accountants – Valuation experts

Due to the specialized nature of this work, Capstone established a discrete entity, Capstone Valuation Services, LLC, in 2006 and staffed it with senior accredited valuation professionals

Valuations are critical to the strategic decisions in managing or evaluating a business, and are rigorously examined by investors, lenders, boards of directors, corporate advisors, and regulatory agencies, including the IRS and SEC

Capstone’s valuation experts have performed thousands of business and intellectual property valuations in the last decade, and bring tested, real-world experience to bear in providing opinions of value where your business enterprises, interests, noncore assets and liabilities are concerned

– We help eliminate the controversy and inject the credibility and confidence that are paramount in moving forward

Specialists in going-concern, liquidation, fair value, tax and intellectual property valuations, Capstone provides thorough, defensible valuation reports and expert testimony

Not only do we have broad industry coverage; we specialize in knowing the market conditions critical to valuing equities, derivatives, fixed income and intangible assets

We take time to understand and evaluate your underlying business and industry, then present comprehensive conclusions based on research and backed by years of experience

Financial/Accounting/Tax– Valuations – Fair Value & Fair Market Value– Purchase Price Allocation– Goodwill and Asset Impairment Testing– Transfer Pricing– International and Domestic Holding

Companies Litigation and Arbitration Support

– Expert Reports and Testimony– Settlement Analysis– Tax Controversies

Tactical/Strategic– Joint Venture and Alliance

Contributions/Breakups– Intellectual Property Portfolio Assessment– License Program Development

Transactional– Set Value Expectations– Buyer/Seller Identification– Buy/Sell-Side Transactions– Negotiation Support– Due Diligence

Valuation Services

About Capstone

21

Typical Valuation Services

Big-Firm Expertise with a Boutique Personal Touch

Capstone has led the resolution process in some of the most complex corporate domestic and international matters

Our broad experience and superior service, coupled with our personal, hands-on approach, have benefited hundreds of clients — from small businesses to Fortune 500 companies, in a wide array of industries

What truly sets us apart beyond the exceptional knowledge and results we bring to our clients, and the strong leadership position and track record we hold in our industry, is our greatest asset: a top-tier team of senior professionals who are at the forefront of their respective disciplines

These professionals are completely committed to meeting the needs of each client

Full Service Attention to Every Unique Need

We partner each client with a select and qualified team whose background best serves their specific challenges

We quickly determine, investigate and understand the core issues and factors at hand so we can get the facts, take positions, and give straight answers

We conduct in-depth analysis to assess strengths and weaknesses, identify opportunities and risks, understand the big picture, and maintain a global view with an eye for the details

We communicate, early and often, to keep clients informed and processes streamlined

We have forged long-term relationships with loyal clients, a testament to our success

The Capstone Difference

About Capstone

22

The Capstone Approach

The business landscape continues to change and present new and complex challenges. Volatile economic conditions, ever-advancing technology, growing international competition, failed growth strategies, and other major issues like fraud and mega-litigation can dramatically affect a company and its stakeholders

Critical to success is the unbiased counsel of experienced professionals who can navigate through it all. Capstone Advisory Group, LLC is a leader in providing multidisciplinary services and solutions to lenders, companies and investors

23

Locations

New York

104 West 40th Street16th FloorNew York, NY 10018212 782 1400 tel212 782 1479 fax

New Jersey

Park 80 West250 Pehle Avenue, Suite 105Saddle Brook, NJ 07663201 587 7100 tel201 587 7102 fax

Los Angeles

555 South Flower StreetSuite 3200Los Angeles, CA 90071213 542 7100 tel213 542 7102 fax

Washington, D.C.

1020 19th Street, N.W.Suite 350Washington, DC 20036202 507 7100 tel202 507 7115 fax

Chicago

311 South Wacker DriveSuite 2450Chicago, IL 60606312 588 7100 tel312 663 4080 fax

Appendix: Large Case Experience

24

Selected Large Case Experience


25

Financial Advisor to the Company

Financial Advisor to the Lenders






Financial Advisor to the Unsecured

Creditors’ Committee


Financial Advisor to the Company

Financial Advisor to the U.S. Trustee






Selected Large Case Experience (cont’d)


26


Financial Advisor to the Various Project

Lenders















Selected Large Case Experience (cont’d)


27
















United Companies




Financial Advisor to the Interim CEO and Board of Directors

VALCON 2010The Role of the Hypothetical Liquidation Analysis:How Will Approaches in the Auto Cases Affect General Restructuring Practices?

Case Study:

The Delphi Corporation Restructuring

Delphi Background

• Delphi filed for bankruptcy on October 8, 2005 with significant legacy liabilities, a number of non-core businesses, uncompetitive labor agreements and a host of other issues. At the time, Delphi had a significant liquidity.

• During its chapter 11 process, Delphi actively engaged in the process of restructuring its operations and successfully:

• Maintained its customer and supplier relationships;

• Negotiated competitive labor agreements with its unions;

• Came to an agreement with GM;

• Wound-down or divested various businesses; and,

• Achieved all other aspects of the Transformation Plan that it set forth upon its filing for chapter 11.

• In April 2008, following the confirmation of its Plan of Reorganization, Delphi was prepared to emerge when its plan sponsors decided not to consummate the deal.

• For the next couple of quarters, Delphi was able to maintain its operations, in part through renegotiations with GM, while searching for a path to emergence.

• Then the world changed:

• The credit markets completely dried up

• The stock market plummeted

• Major financial institutions failed or needed rescue

• A global recession took hold and many predicted a depression would follow

29

Delphi Background

• At the same time, the automotive industry experienced an unprecedented decline:

• Volumes dropped to approximately 50% of recent historical levels

• Automotive companies fell completely out of favor with the markets

• Numerous bankruptcy filings and liquidations occurred in the sector, including major OEMs such as Chrysler and GM

• Extensive and previously unheard of governmental intervention occurred

• In the first half of 2009, these factors combined to put Delphi into a crisis:

• Liquidity was extremely tight. The Company was burning in excess of $100 million a month. The ability to continue operations was being measured in weeks.

• Financing options were ultimately limited to the U.S. Government /GM and the DIP lenders

• Delphi requested and was denied emergence capital from:

• The unsecured bondholders

• The DIP lenders

• GM and the U.S. Treasury

• The DIP Lenders were unwilling to extend exit financing to Delphi when the recovery offered on their DIP debt was below par value.

• The Auto Task Force stated that it was unwilling to allow GM provide additional liquidity to Delphi outside of the context of a global resolution.

• The U.S. Government further strained Delphi’s liquidity when it prevented GM from purchasing one of Delphi’s divisions, which would have yielded material incremental cash.

• Delphi was placed on new business hold with almost all of its customers, further deteriorating the business.

30

Role of the Hypothetical Liquidation Analysis

• The Hypothetical Liquidation Analysis (“HLA”) played a more active role in the Delphi (and other automotive cases) than it traditionally is relegated to.

• Confirmation of a Plan under Chapter 11 requires that the proponent show that each holder of a pre-petition claim or interest of such class will receive or retain under the plan on account of such claim or interest property of a value, as of the effective date of the plan, that is not less than the amount that such holder would so receive or retain if the debtor were liquidated under chapter 7 (the “Best Interest Test”).

• In auto cases, the Executive Branch wielded extraordinary influence and effective control as the sole allocator of emergence capital and the picker of the winners and losers in a government sponsored rescue of an entire industry. Arguably, acting in this role, the Executive Branch distorted the dynamic tensions that exist in more traditional bankruptcy contexts by (a) seeking to convert the recovery floor (Best Interest) into the recovery ceiling and (b) neutering the role of the DIP.

• Government argued that it had the ability to lend to the auto manufacturers, but did not have to, and would allow Delphi to liquidate unless the deal met its terms

• Clear that government was not going to allow GM fail (though Chrysler was a closer call), but courts presiding over the OEM cases held that the respective company board of directors were exercising business judgment by accepting government’s terms rather than face threat of liquidation

• The Delphi creditors fared better than the creditors in GM and Chrysler because they were senior secured DIP Lenders with consent and foreclosure rights that partially re-leveled the playing field, ultimately preventing unilateral imposition of a government backed plan.

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The Hypothetical Liquidation Analysis

• In 2009, Delphi provided the DIP Lenders with a HLA that demonstrated a recovery to the $2.9B DIP C tranche of between 5% and 36% in a chapter 7 liquidation.

• Delphi further informed United States Treasury and the DIP lenders that it was prepared to recommend that its board approve a GM/private equity transaction that provided the C tranche with recoveries around the midpoint of that range.

• This HLA was eventually filed as an exhibit to Delphi’s Modified Plan of Reorganization which sought approval for a private sale of assets to GM and a private equity partner.

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General Perspectives

DIP Lenders’ Perspective• Management was desperate to get out of chapter

11 and was not willing to take the necessary steps to obtain sufficient recovery for the DIP Lenders.

• The HLA was clearly manipulated to an inappropriately low value in order to obtain government support of an emergence plan and was inconsistent in methodology with previously filed versions.

• HLA recovery values for the tranche C lenders coincidentally equaled the market value of the tranche C debt

• By successfully challenging a private sale and opening up the process to competition, the DIP Lenders were able to expose the failings of the HLA and credit bid their claims via collective action.

• The Delphi Board did not meet its fiduciary responsibilities by seeking to confirm a plan that vastly shortchanged the DIP Lenders and contained elements that advantaged the board members personally.

Delphi Perspective• The HLA represented management and its advisors’

best estimate of what would happen in a chapter 7 liquidation of Delphi where there was no source of additional funding.

• The HLA reflected the dramatic changes to the macro economic environment, automotive industry and Company that had taken place.

• Management had a fiduciary duty to maximize the value of the estate and pursued the path to do this. The DIP Lenders could always have foreclosed if they felt that they had a better alternative.

• The government made it abundantly clear that it would not allow GM to provide further funding absent a complete resolution with GM and that it was prepared to fund GM for the costs necessary to resource away from Delphi.

• The DIP Lenders ultimately agreed to a transaction that was strangely similar to that proposed by management in early 2009. The DIP Lenders only took action after there was a “crisis.”

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Controversy Related to the HLA – Key Issues

DIP Lenders’ Perspective• The HLA did not reflect the realities of

other auto supply cases, in particular Ford-Visteon, Plastech Engineered Products and Collins and Aikman

• The HLA was premised on a “cold shutdown” of Delphi, which was utterly unsupportable given historical precedents in the automotive sector and GM’s need for parts.

• The HLA did not ascribe value to Delphi’s foreign operations - arguably the most valuable portion of Delphi.

Delphi Perspective• The circumstances surrounding the Delphi case

were far different than those that influenced the cited auto supply cases.

• This is a good sound bite, but patently untrue. The HLA did not reflect a “cold shutdown” but reflected the fact that customers would not compensate Delphi for costs beyond those incurred to allow them to resource.

• The valuation of the foreign operations of Delphi would have been severely compromised by a chapter 7 liquidation of the U.S. business.

34

Controversy Related to the Alternative Liquidation Analyses (“ALAs”) – Key Issues

Delphi Perspective• The DIP Lender ALAs were upwardly

biased to demonstrate greater recoveries than could possibly be obtained under the circumstances. The ALAs reflected an unrealistic scenario that would be extremely difficult, if not impossible, to execute.

• The ALA was premised on support from the U.S. Treasury/GM both in terms of funding and the purchase of assets that simply did not exist.

• The ALA also assumed that other, thus far non-existent, sources of funding would be available, including a $200 million loan from the Mexican government and other, undefined sources of capital in the event that the wind-down did not go as planned.

DIP Lender Perspective• The ALAs reflected a more reasonable approach to

the liquidation of Delphi and was based on historical precedent in the industry.

• The ALAs assumed that GM and, by extension, the U.S. Treasury, would act in a manner that is rational and consistent with their self-interest.

• Delphi was the single largest employer in Mexico and was already negotiating for a loan from the Mexican government.

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VALCON 2010 Moderator: Michael P. Richman Patton Boggs LLP, New York Panelists : Marc Abrams Wilkie...

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