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Willkie Farr & Gallagher LLP

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Business Reorganization & Restructuring

Business Reorganization & Restructuring

Willkie’s Business Reorganization & Restructuring Department is a global practice comprised of 35 attorneys with market-leading capabilities in all aspects of business and financial restructurings and insolvency matters.  Our integrated U.S. and European restructuring professionals offer the hands-on, results-driven experience that today’s distressed situations demand.  We are held in high regard for our responsiveness and proven experience in complex multi-lateral cross-border restructurings (both in and out of court).  We represent a broad spectrum of clients in the U.S., U.K., France, Germany and other key European jurisdictions.

In recognition of our market-leading reputation, members of our team have been honored by Chambers, Law360 as Bankruptcy MVPs and collectively as Bankruptcy Group of the Year, by The American Lawyer as Dealmakers of the Year, by the Financial Times in its “U.S. Innovative Lawyers” report, by France’s Best Lawyers as Insolvency & Restructuring Lawyers of the Year and by Turnarounds & Workouts as Outstanding Young Restructuring Lawyers.  In 2014, the team was named Bankruptcy Practice Group of the Year by Law360.

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Our team quickly assesses distressed situations and evaluates how to best position our clients to accomplish their goals in the face of specific restructuring challenges. Often this means collaborating with our clients and fellow professionals to provide creative, practical legal solutions that helps us to efficiently obtain desired results. We employ an inter-disciplinary philosophy and frequently work with our colleagues in Willkie’s other practice areas to achieve strong results for our restructuring clients.

Our experience allows our clients to obtain real-time, realistic assessments of the likely range of obtainable outcomes and the best path forward. Our firmly established credibility in court, as well as our decades of relationships with other restructuring professionals, is an invaluable tool to forge consensus in highly contentious situations. When consensus among stakeholders is not possible, we are well prepared to litigate to best serve our clients’ interests.

Highlights

Distressed Companies

Our goal in every company-side representation is to help our client identify and evaluate its restructuring alternatives, set practical goals and implement its restructuring strategy in a manner that minimizes disruption to the business. We strive to build consensus among stakeholders whenever possible, but we are well prepared to litigate disputes when doing so serves our clients’ interests.

Over the course of three decades we have been at the forefront of company-side matters and developments. We have represented many large and mid-cap distressed companies in a broad array of industries.

Recent company-side matters include:

  • Distressed Companies - U.S.

    • Aegerion Pharmaceuticals, Inc. Represent Aegerion Pharmaceuticals, Inc. and certain of its affiliates in their prenegotiated chapter 11 cases which resulted in the sale of 100% of its organized stock to, and becoming a wholly-owned subsidiary of, Dublin-based Amryt Pharma Plc.
    • Large Multi-National Consumer Products Manufacturer and Distributor. Represent large multi-national consumer products manufacturer and distributor in solvent reorganization of company.
    • Aralez Pharmaceuticals US Inc. Represent Aralez Pharmaceuticals US Inc. and its affiliated debtors in its section 363 bankruptcy sale and in connection with its chapter 11 cases.
    • Glansaol Holdings, Inc. Represent Glansaol Holdings Inc. and its affiliated debtors in its section 363 bankruptcy sale and in connection with its chapter 11 cases. Willkie obtained approval of the company’s sale of substantially all of its assets in approximately 45 days after its chapter 11 filing.
    • Specialty Retail Shops Holding Corp. (Shopko). Represent Special Committee of Board of Directors and act as conflicts counsel to the Debtors in heavily contested chapter 11 cases of Shopko.
    • FirstEnergy Solutions Corp. Represent the Independent Directors of FirstEnergy Solutions Corp., a wholly-owned subsidiary in the investigation of intercompany transfers and decoupling process in connection with the chapter 11 case of FirstEnergy Solutions Corp. and its affiliates.
    • Relativity Media Inc. Represented Relativity Media Inc. as conflicts counsel in connection with the company’s litigation with Netflix Inc. in its chapter 11 cases. Less than one month after Willkie’s retention, Relativity announced a wide-ranging settlement with Netflix that resolved a long-running conflict, removed a cloud of uncertainty from Relativity’s business and allowed for Relativity’s sale to UltraV and the conclusion of Relativity’s chapter 11 cases.
    • iHeartMedia. Represent the Special Committee of Board of Directors of Clear Channel Outdoor Holdings, Inc., a non-debtor affiliate of iHeartMedia, in the chapter 11 cases of iHeart and certain of its affiliates.
    • Iracore International. Represented Iracore in its successful out-of-court restructuring. As part of the restructuring, the company’s noteholders acquired substantially all of the equity in Iracore and the existing leadership remained in place.
    • Proserv Group LLC. Represented Proserv Group LLC in its multijurisdictional, comprehensive out-of-court restructuring.
    • Lehman Brothers Holdings Inc. Represented Lehman Brothers Holdings Inc. (“LBHI”) in connection with litigation surrounding various RMBS claims. Beginning in December 2014, we scored a series of significant victories on behalf of LBHI, including avoiding rulings that would have increased the claims pool of LBHI by more than $9 billion. Most recently, we secured a favorable judgment after a three month bench trial in 2017 and 2018, in which the RMBS claims being pursued by trustees were estimated at the $2.38 billion amount sought by Lehman. The decision resolved a long-running and complex dispute related to more than 90,000 individual mortgage loans issued prior to LBHI’s 2008 bankruptcy.
    • Total Safety. Represented Total Safety in its out-of-court restructuring of approximately $485 million in secured debt. The restructuring was unanimously approved by the first and second lien lenders of Total Safety, allowing Total Safety to restructure without the need for a chapter 11 filing.
    • SquareTwo Financial Services Corporation. Represented SquareTwo Financial Services Corporation and certain of its affiliates in confirmation of its prepackaged chapter 11 cases. Due to a substantial portion of the Debtors’ business operating in Canada, the plan included a simultaneous proceeding in the Ontario Superior Court of Justice for recognition of the aforementioned chapter 11 cases as foreign main proceedings under Part IV of the Companies’ Creditors Arrangement Act.
    • Implant Sciences/L-3 Communications. Represented Implant Sciences in the $117.5 million sale of its explosives trace detection assets to L-3 Communications, a Section 363 bankruptcy sale, and in connection with its chapter 11 cases.
    • CORE Media Group, Inc. Represent CORE Media Group, Inc., an owner, producer and developer of entertainment content, including the American Idol and So You Think You Can Dance brands of shows, and 47 of its affiliates (“CORE”) in connection with their chapter 11 bankruptcy cases for the Honorable Stuart M. Bernstein in the United States Bankruptcy Court for the Southern District of New York.
    • Momentive Performance Materials. Represented Momentive Performance Materials, Inc., a maker of silicone and quartz products, and 11 of its affiliates (“MPM”) in connection with their chapter 11 bankruptcy cases before the Honorable Robert D. Drain in the United States Bankruptcy Court for the Southern District of New York. Prior to its filing, we led the negotiation and documentation of MPM’s prenegotiated plan of reorganization, which had the support of approximately 90% of its second lien noteholders.  The restructuring resulted in the elimination of more than $3 billion of debt from MPM’s balance sheet.
    • WBH Energy Partners. Represented WBH Energy Partners as special counsel in connection with its Austin, TX-based chapter 11 reorganization, including negotiating DIP financing and the sale under section 363 of the Bankruptcy Code of the debtor’s assets.
    • Rural/Metro Corporation. Represented the largest U.S. ambulance and related services provider in its ongoing effort to implement a balance sheet restructuring through a chapter 11 process. We advised Rural/Metro in expedited negotiations with its senior lenders and noteholders that led to Rural/Metro’s confirmation of their prenegotiated chapter 11 plan of reorganization less than five months after its filing.
    • K-V Pharmaceuticals. Represented the specialty branded pharmaceutical company in its chapter 11 cases. Intercreditor disputes over the value of K-V’s assets led to a highly contentious chapter 11 plan process. The Willkie team helped K-V broker a favorable settlement resolving these issues and enabling K-V to obtain significant new investment and ultimately confirm its chapter 11 plan on a consensual basis.
    • Bronx Parking Development Company, LLC. Represented the operator of the parking system servicing Yankee Stadium in connection with the restructuring of its roughly $237.5 million in tax-exempt bonds.
    • Cengage Learning, Inc. Represented the independent director of Cengage Learning, in connection with an exhaustive investigation and systematic analysis of the propriety of the prepetition acquisition of certain Cengage debt instruments by Apax Partners (Cengage’s majority owner) and Cengage itself. Cengage Learning filed for bankruptcy on July 2, 2013. On September 13, 2013, Willkie finalized and filed a comprehensive report addressing the complex issues that framed its investigation.
    • The Atlantic Club Casino. Represented the Atlantic City casino as special corporate counsel in its chapter 11 case, advising them on their DIP financing and approval of the sale of substantially all of their assets.
    • RG Steel. Represented the steel manufacturer (a subsidiary of Renco Group) in its chapter 11 cases and orderly wind-down, which included an expedited sales process for three major steel facilities and ancillary production assets, consensual termination of collective bargaining agreements and significant ongoing litigation.
    • Carey Limousine L.A., Inc. Represented the U.S. subsidiary of one of the world’s leading providers of chauffeured transportation services in its chapter 11 case. We assisted Carey in the negotiation and documentation of a plan of reorganization that incorporated a settlement of material litigation and was accepted by 100 percent of every voting class of creditors.
    • Otelco Inc. Represented this Alabama-based telecommunications company in the structuring, negotiation and documentation of its prepackaged plan of reorganization and related restructuring support agreement with key creditors. We obtained bankruptcy court confirmation of Otelco’s plan 43 days after the bankruptcy filing.
    • Broadview Networks. Represented the provider of communications and IT solutions in the formulation, negotiation and bankruptcy court process for its prepackaged chapter 11 plan, which was confirmed by the bankruptcy court 42 days after the bankruptcy filing.

  • Distressed Companies - France

    • IVY Group/NAKAN. We represented OpenGate Capital on the contemplated sale of NAKAN, a global PVC compounding solutions business headquartered in France to Westlake Chemical Corporation.
    • Doux. We represent the poultry business Doux together with its shareholders in connection with its ongoing financial restructuring and bankruptcy proceedings.
    • CMA CGM. We represented CMA CGM, a major international container shipping group, in its second debt-restructuring negotiations and in connection with the entry of FSI as a new investor. We previously represented CMA CGM in its debt restructuring negotiations and on the entry of Yildirim as a new investor in 2010-2011.
    • JJW. We represent JJW France, a French hotel group owned by Saudi Businessman Cheikh Mohamed Bin Issa Al Jaber, in connection with its safeguard proceedings.
    • Anovo. We represented this listed company in connection with its bankruptcy proceedings.
    • Wendel and Materis. We represented Wendel and Materis in the latter’s amend-to-extend proposal to creditors.
    • Group Vial. We represented the Vial woodwork group in its financial restructuring.
    • Moulinex. We represented the household appliances group in its bankruptcy proceedings and in relation to legal claims against its banks, auditors and management.
    • Pragma Capital and La Croissanterie. We represented Pragma Capital and the La Croissanterie chain of restaurants in relation to the financial restructuring of La Croissanterie.
    • Altia Technologie. We represented Altia Technologie, an automotive subcontractor with sales of €105m and 1,100 employees, with regard to its restructuring, an investment from the FMEA, and the buyout of several companies.
    • Zodiac Marine and Pool. We represented Zodiac Marine and Pool, a pool equipment manufacturer with sales of €500m, in relation to the transfer of ING’s participation to Carlyle in December 2009 and the debt restructuring of the group that was completed in May 2010.
    • Mecaplast. We represented Mecaplast, an automotive subcontractor with sales of €708m and 3,000 employees, in its financial reorganization, including the entry by FMEA into the capital of the company.
    • Wagon Automotive. We represented Wagon Automotive, an automotive subcontractor with sales of €425m and 2,130 employees, in its insolvency proceedings in France following the entry into administration of its English parent company.
    • EADS-Sogerma. We assisted EADS and its aircraft maintenance subsidiary Sogerma Services in the spin out and sale of one of its French distressed branches, including subsidiaries in Tunisia and U.S., to TAT Group (2006-2007).
    • Manoir Industries. We represented this steel foundry and casting group and its shareholder Fonds Partenaires-Lazard in the negotiation of the group’s takeover by a distressed fund, Fin’Active, and the subsequent full renegotiation of its debt structure.
    • Numéricable. We represented Ypso France (Numéricable) as well as Carlyle, Cinven and Altice in relation to a waiver and amendment to a €3.225 billon senior credit agreement in December 2009.
    • Pragma/Proven. We represented Proven, a household cleaning products manufacturer with sales of €65m, in connection with its insolvency proceedings and in the implementation of asset sales.
    • Groupe Partouche. We represented the casino operator Groupe Partouche on its debt restructuring negotiations and the entry of Butler Capital into its share capital.

  • Distressed Companies - Germany

    • Telecommunication Group. We represent one of the leading German telecommunications companies on its comprehensive corporate and financing restructuring, as well as in the evaluation of pre- and post-insolvency scenarios.
    • Neef Group. We represented the Neef Group in its corporate and financial restructuring and subsequent sales of its business to VW and the remaining business to a private equity investor.
    • W.I.S. Group. We represented the W.I.S. Group, one of the largest security companies in Germany, on its financial restructuring.
    • Fairmont. We represented Fairmont in its corporate and finance restructuring and the subsequent sale of “Hotel Vier Jahreszeiten” in Hamburg, one of the most prestigious and well-known hotels in Germany.
    • Group of clinics. We represented a group of clinics, owned by a private equity fund, in its comprehensive corporate, commercial and financial restructuring.
    • Media Group. We represented a media group on all potential pre- and post-insolvency scenarios which finally resulted in a successful out-of-court restructuring of the media group.
    • Babcock & Brown. We represented Babcock & Brown in its sale of a distressed real estate portfolio comprising of more than 10,000 apartments.
    • Tourism company. We represent a large German tourism company in its corporate and financial restructuring.
    • Schieder. We represented the management of the former leading European furniture manufacturer regarding restructuring and insolvency matters.
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Agents and Lenders

Willkie’s preeminent creditors’ rights team is recognized globally for its extensive experience representing leading institutional lenders, agents to syndicated lending groups and ad hoc lender groups in many major out-of-court debt restructurings, loan workouts, asset sale transactions and bankruptcy court and state court proceedings (including actions for enforcement of remedies, insurance coverage disputes and similar controversies).

Recent agent and lender engagements include:

  • Agents and Lenders - U.S.

    • Southcross Energy Partners, L.P. Represent an ad hoc group of prepetition term loan and revolver lenders and DIP lenders in chapter 11 case of Southcross Energy pending in the United States Bankruptcy Court for the District of Delaware.
    • Drive – DeVilbiss Heathcare. Represented an ad hoc group of first lien lenders in a recapitalization and liability management transaction which provided Drive with new capital from it equity holders and a reduction in cash debt service obligations from its current lenders.
    • LBI Media Inc. Represented an ad hoc group of second lien lenders in both state court litigation and later in LBI Media’s chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware.
    • Remington Outdoor Co. Represented an ad hoc group of noteholders in the comprehensive financial restructuring of the firearms company through a prepackaged chapter 11 reorganization plan.
    • Claire’s Stores Inc. Represented an ad hoc group of first lien lenders in connection with the retailer’s chapter 11 restructuring. The ad hoc group backstopped a new money investment and now owns a majority of equity in the company.
    • Windstream Communications. Represent an ad hoc group of Windstream bondholders, comprised of seven large financial institutions, who hold in excess of $1 billion of debt in connection with the company’s consent solicitations and exchange offers.
    • HCR ManorCare. Represent an ad hoc group of senior lenders in connection with negotiations with HCR ManorCare, a network of skilled nursing and rehabilitation centers, over the restructuring of the ad hoc group’s debt.
    • Fieldwood Energy. Represented Citibank, N.A. in the Fieldwood Energy chapter 11 restructuring.
    • Fallbrook Technologies. Represented Kayne Anderson as prepetition and postpetition secured creditor in Fallbrook Technologies chapter 11 case. Upon emergence, Kayne Anderson controls the board of the post-reorganization company.
    • Dynegy. Represented an ad hoc group of bondholders in connection with Dynegy subsidiary Illinois Power Generating Company’s prepackaged chapter 11 case.
    • Caesars Entertainment Operating Company, Inc. Represented certain holders of second priority senior secured notes issued by Caesars Entertainment Operating Company, Inc., in connection with the chapter 11 restructuring of the company.
    • TerraForm Global, Inc. Represented an ad hoc group of noteholders representing more than 70% of the issue in negotiations with TerraForm Global, Inc. and its subsidiaries (“Global”). Global is a renewable energy project held by SunEdison Inc., which filed for chapter 11 bankruptcy protection.
    • UCI International, Inc. Represented an ad hoc group of bondholders (whose members hold approximately 80% of the claims against the company) in connection with the chapter 11 bankruptcy case of UCI International, Inc. pending in the United States Bankruptcy Court for the District of Delaware.
    • Goodrich Petroleum. Represented the first lien administrative agent in the chapter 11 bankruptcy cases of Goodrich Petroleum and its affiliated debtor in the United States Bankruptcy Court for the Southern  District of Texas (Houston Division).
    • Energy XXI Ltd. Represented the first lien administrative agent in the prenegotiated restructuring of Energy XXI Ltd., which filed for bankruptcy protection in the United States Bankruptcy court for the Southern District of Texas (Houston Division).
    • Samson Resources Corporation. Represented a $1 billion syndicate of second lien lenders in the chapter 11 bankruptcy of Samson Resources Corporation, an independent oil and natural gas company, in the United States Bankruptcy Court for the District of Delaware.
    • Sabine Oil and Gas Corporation. Represented the administrative agent in the bankruptcy of Sabine Oil and Gas Corporation, an oil and gas exploration and production company, in the Southern District of New York.
    • Colt Defense LLC. Represented Morgan Stanley Senior Funding in prepetition, debtor in possession and exit facility financings to Colt Defense LLC, which emerged from chapter 11 protection.
    • Peekay Boutiques, Inc. Represent Twin Haven Special Opportunities Fund IV, L.P. as lender under Peekay Boutiques, Inc. $40 million senior secured credit facility.
    • Global Geophysical Services. Represented Morgan Stanley Senior Funding in its $85 million first lien exit facility to Global Geophysical Services, Inc. (GGS) in its chapter 11 bankruptcy.
    • TMT Procurement Corp. Represented MRMBS II LLC, a fund affiliated with Monarch Alternative Capital LP, in connection with its holdings of secured debt issued by A Whale Corporation, a debtor-affiliate of TMT Procurement Corp., in its chapter 11 bankruptcy case in the United States Bankruptcy Court for the Southern District of Texas.
    • Patriot Coal Corporation. Represented Bank of America, N.A., as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million “second out” DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million “first out” DIP revolving credit and term loan facility. We played a lead role in negotiating the terms of Patriot’s chapter 11 plan and exit financing, which required the Bank of America-led syndicate and letter of credit issuers to consent to a partial rollout of the second DIP facility.
    • MF Global. Represented Bank of America, N.A. and its affiliates with respect to credit exposure to the MF Global group of companies in multiple insolvency proceedings around the globe. Our clients’ exposure includes secured and unsecured obligations under revolving credit facilities as well as counterparty exposure under numerous derivatives and securities contracts. We also represented Bank of America as a member of the official creditors’ committee in MF Global’s U.S. chapter 11 proceedings.
    • Monarch Alternative Capital LP, Stonehill Capital Management LLC, Bayview Fund Management LLC, CQS ABS Master Fund Limited and CQS ABS Alpha Master Fund Limited. Represented substantial RMBS investors in connection with the chapter 11 cases of Residential Capital, LLC and its affiliated debtors (“ResCap”) and the state insurance law rehabilitation proceedings of Federal Guaranty Insurance Corporation (“FGIC”). Willkie represented the funds in connection with their objections to a proposed global settlement between ResCap, FGIC and various other parties that purported to resolve disputes between ResCap and FGIC through highly controversial nonconsensual policy terminations.  This engagement involved complex issues of RMBS securitizations and related monoline insurance policies, and required Willkie’s participation on behalf of the investors in contested proceedings before both the ResCap bankruptcy court and the FGIC rehabilitation court.
    • Velo Holdings Inc. Represented the administrative agent for the first lien prepetition lenders and postpetition lenders to Velo, an online marketing services company. We assisted our client in the development and implementation of an agreed chapter 11 protocol that was supported by the first lien prepetition lenders. We obtained court approval of a DIP financing facility that included a partial roll-up of prepetition first lien loans. Under the confirmed plan, the first lien lenders acquired the equity of the reorganized company and received “take back” first lien debt. 
    • Rotech Healthcare Inc. Represented an ad hoc group of first lien lenders, including Silver Point Finance, LLC and Capital Research & Management Company, in Rotech’s ongoing chapter 11 case.
    • Nelson Education. Represented a steering committee of first lien lenders of a leading educational Canadian publisher active in all areas of publishing (K-12, higher education, professional learning, business, industry and other markets) in connection with the publisher’s out-of-court restructuring efforts.
    • SemGroup. Represented Bank of America, N.A. as administrative agent for a syndicate of prepetition lenders holding $3 billion of debt extended to SemGroup, a midstream energy and commodity company that filed chapter 11 in United States Bankruptcy Court for the District of Delaware.
    • TOUSA, Inc. Represented Monarch Master Funding LLC, the largest prepetition lender in homebuilder TOUSA’s chapter 11 liquidation. With our assistance, Monarch played a lead role in the negotiation and consummation of a global settlement of highly complex intra-creditor and inter-creditor controversies, claims and issues among the major constituents in the case, which was implemented pursuant to the plan.
    • American Home Mortgage. Represented Bank of America, N.A. as administrative agent for a syndicate of prepetition lenders to mortgage loan originator and servicer American Home Mortgage, in connection with the ongoing management and liquidation of the lenders’ mortgage loan collateral.
    • EchoStar Corporation. Represented EchoStar Corporation in connection with its $75 million debtor-in-possession financing for TerreStar Networks and as lender under the debtor’s purchase money credit facility.
    • Buffet’s, Inc. Represented an ad hoc committee of senior prepetition lenders and postpetition lenders led by Twin Haven Capital Partners and Credit Suisse in the chapter 11 restructuring of Buffet’s, the nation’s largest steak-buffet restaurant company. Willkie negotiated the key terms of the plan that provided the equity of the reorganized company to the senior lenders.
    • Ahern Rentals. Represented Platinum Equity, the majority second lien noteholder in the car rental company’s contentious chapter 11 cases, which ultimately resulted in a substantial recovery, including contingent value rights, for the second lien noteholders.
    • Quizno’s. Represented first lien lenders, including Oaktree Capital Management and Caspian Capital, in an out-of-court restructuring of QCE LLC, the Quizno’s sandwich chain.
    • Champion Enterprises. Represented Credit Suisse AG, Cayman Island Branch, as administrative agent for prepetition and postpetition lenders to Champion, a manufacturer of prefabricated housing and other real estate structures, in Champion’s chapter 11 cases. We assisted with the lenders’ credit bid acquisition of Champion’s assets, and we obtained dismissal of fraudulent conveyance and lender liability claims brought against our client by the official creditors’ committee.
    • Delphi Corp. We obtained a highly valuable accretive result on behalf of a group of postpetition debtor-in-possession lenders, including Silver Point Capital, LP, Carlson Capital, LP, Greywolf Capital Management, LP, and Monarch Capital Management, LP, to global auto parts supplier Delphi Corp.
    • Proliance International. Represented Silver Point Finance, LLC, a major prepetition secured lender, in Proliance International’s chapter 11 cases.
    • Muzak Holdings. Represented Silver Point Capital Advisors L.P. and related funds, as the largest secured and unsecured creditors, and ultimately as a plan sponsor, in connection with the chapter 11 cases of Muzak Holdings, a leading international supplier of business media services.
    • FairPoint Communications. Represented Bank of America, as administrative agent for a syndicate of lenders holding approximately $2 billion in senior secured debt, in the chapter 11 case of telecommunications company FairPoint Communications. We represented Bank of America and worked closely a lender steering committee that included Paulson, Angelo Gordon and Lehman, to negotiate a lender-supported plan that resulted in the distribution of FairPoint’s equity to senior prepetition lenders.

  • Agents and Lenders - France

    • Vivarte. We represented a majority group of bondholders, including Anchorage and Hayfin Capital, on the third restructuring of the Vivarte group, resulting in the complete cancellation of its debt and its takeover by the bondholders.
    • Latécoère. We represented Apollo and Monarch, who led a lender working group in the restructuring of Latécoère, a Toulouse-based company operating globally in the aviation and aerospace sector. Completion of the restructuring, which comprised a partial debt-for-equity swap and new money injection, saw Apollo and Monarch becoming substantial shareholders in the company and taking on anchor investor, sponsor-style roles with significant board representation.
    • Vivarte. We represented members of the ad hoc lender committee and anchor investors as part of the financial restructuring of the French fashion retailer Vivarte, marking the largest-ever fully consensual French restructuring. The restructuring involved a debt for equity swap/write off of €2 billion and a €500 million infusion of new money. The deal was completed on a fully consensual basis among 170 lenders. The number and variety of stakeholders led to complex dynamics between CLOs, hedge funds, par and distressed investors, banks and other alternative capital providers. The deal was also the largest-ever fully consensual lender-led financial restructuring in France.
    • Consolis. We represented the members of the Mezzanine Steering Committee in the 2012/2013 financial restructuring of Consolis.
    • Mediannuaire/Pages Jaunes. We represented Park Square in the financial restructuring of Mediannuaire, the parent company of Pages Jaunes (yellow pages).
    • Oaktree/SGD. We represented Oaktree in connection with the lender led financial restructuring of the SGD Group, a glass packaging business with sales of €628m and over 6,000 employees, previously owned by Sagard and Cognetas.
    • Mecachrome. We represented Royal Bank of Canada as agent of the senior lenders in connection with the safeguard proceedings of Mecachrome, a major auto and aeronautic parts business.
    • Eurotunnel. We represented Deutsche Bank as a major bondholder in connection with the restructuring of the €9 billion debt of the Eurotunnel Group.

  • Agents and Lenders - Germany

    • SoFFin. We represented the German governmental Special Fund for Financial Market Stabilization (SoFFin) in the issue of contingent mandatory exchangeable bonds by Commerzbank AG and in the capital increase by way of rights issue of Commerzbank AG.
    • Commerzbank AG. We represented Commerzbank AG as largest lender (total € 12 bn) in the restructuring of Schaeffler Group.
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Cross-Border Restructuring Matters

We have represented a broad range of clients in connection with many cross-border restructuring matters.

Recent relevant matters include:

  • Cross-Border Restructuring Matters - U.S.

    • Latécoère. We represented Apollo Funds and Monarch Alternative Capital in the $107 million sale of shares in French-listed Latécoère, the world’s leading independent manufacturer of aircraft doors, to Searchlight Capital Partners.

    • DEMA SpA. We represented Bybrook Capital and Morgan Stanley in debt restructuring transactions for DEMA SpA, an Italian aeronautics parts manufacturer, which included Bybrook Capital’s acquisition of a substantial majority of DEMA’s share capital, and in conjunction with Morgan Stanley, funding a new secured €60 million bond.

    • CGG. We represented the Steering Committee of the High Yield Bond Holders on the debt restructuring of French oil services company CGG, one of the largest financial restructurings in France, with over $3 billion of indebtedness and the first restructuring conducted simultaneously under French Sauvegarde regime and chapter 11 and chapter 15 of the U.S. Bankruptcy Code.

    • Pacific Exploration & Production Corp. We represent PricewaterhouseCoopers Inc. as the court-appointed monitor and authorized foreign representative of oil and natural gas enterprise involved in the exploration, development, and production of certain oil and natural gas interests, principally in Colombia, and, to a lesser extent, in other jurisdictions including Peru, Brazil, and Belize, Pacific Exploration & Production Corp. in chapter 15 proceedings in the United States Bankruptcy Court for the Southern District of New York, resulting in the restructuring of approximately $5.4 billion.

    • Arctic Glacier. We represent the Canadian court-appointed monitor and authorized foreign representative of ice manufacturer Arctic Glacier in chapter 15 proceedings in U.S. Bankruptcy Court. Arctic Glacier’s sale process, which was co-led by Willkie, resulted in a bid that exceeded the claims of all known creditors.

    • Angiotech Pharmaceuticals. We represented the company in chapter 15 proceedings in U.S. Bankruptcy Court. The Company’s restructuring, which was co-led by Willkie, was premised on a partial in-court debt-for-equity exchange and an out-of-court exchange, and allowed the company’s prepetition trade creditors to be paid in full in cash, with no disruption of the company’s U.S. operations.

    • Crystallex. We represent the former gold mine owner in its chapter 15 proceeding in U.S. bankruptcy cases. Willkie was the prime architect of a unique DIP auction strategy, in which the lenders bid on the right to offer secured postpetition financing to the company collateralized by the Company’s sole asset, a valuable arbitration claim again a sovereign state.

    • Great Basin Gold Ltd. We represented the Canadian court-appointed monitor in connection with U.S. legal matters presented by the gold mine holding company’s CCAA restructuring, as well as in connection with its operating subsidiaries’ proceedings under chapter 11.

    • Nortel Networks. We represented Nortel Networks U.K. pension claimants in a groundbreaking multi-jurisdictional trial. Nortel filed for bankruptcy in Canada, the U.S. and several European jurisdictions in 2009. It was able to liquidate the majority of its assets, but in an effort to maximize value for the Nortel Group as a whole, the parties decided to delay deciding on how to allocate the proceeds of the sale of the Group’s assets until the sales were completed. The judges presiding over Nortel’s cases in Canada and the U.S. decided to hold the allocation trial simultaneously. In a significant victory, both judges adopted the pro rata allocation theory advanced by Willkie on behalf of the firm’s pensioner clients. Willkie continues to advise the U.K. pension claimants on appeals relating to the decision.

    • Aleris International. We represented the European Term Loan Lenders in Aleris’s cross-border, chapter 11 cases in contesting a plan of reorganization that threatened to subvert the interests of European lenders in favor of creditors of U.S. affiliates. We obtained a significant plan amendment affording clients over $50 million of additional consideration.

    • Sea Containers Services Ltd. We represented the Official Committee of Unsecured Creditors, comprised of trustees of U.K. Pension Schemes, in the Sea Containers chapter 11 bankruptcy case.

    • Reader’s Digest. We represented the U.K.’s Pension Protection Fund in connection with the Reader’s Digest chapter 11 cases.

    • AMF Bowling. We represent the U.K.’s Pension Protection Fund in connection with the AMF Bowling chapter 11 cases.

    • Petroleum-Geo Services ASA. We represented PGS-ASA in its cross-border restructuring.

    • Teksid. We represented TK Aluminum Ltd. and affiliated entities in an out-of-court restructuring involving multiple sale and restructuring transactions that were global in reach.

    • Air Canada. We represented Air Canada on the U.S. aspect of its Canadian restructuring proceedings.

  • Cross-Border Restructuring Matters - France

    • CGG. We represented the Steering Committee of the High Yield Bond Holders on the debt restructuring of French oil services company CGG, one of the largest financial restructurings in France, with over $3 billion of indebtedness and the first restructuring conducted simultaneously under French Sauvegarde regime and chapter 11 and chapter 15 of the U.S. Bankruptcy Code.
    • Sud Investissement. We represented this Luxembourg company in connection with a challenge against the extension of a French receivership to Luxembourg.
    • Wendel/Deutsch. We represented Deutsch and Wendel in the financial reorganization of Deutsche, a connecting devices business with sales of €300m and 1,700 employees, in France and in the U.S.

  • Cross-Border Restructuring Matters - Germany

    • Delphi Corp. We represented a substantial group of postpetition debtor in possession lenders (see above) to global auto-parts supplier Delphi Corp. and their German assets.
    • Fitness First. We represented Fitness First on financing and restructuring issues related to its German business.
    • PAI Partners. We represented PAI Partners in its restructuring efforts regarding the German business of the Monier Group.
    • U.S. Hedge Fund. We presented the hedge fund on various acquisitions of sovereign debt.
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Acquirers and Investors

Willkie regularly advises investors in, and purchasers of, businesses and assets both through the chapter 11 process, and in out-of-court restructurings. Engagements of this type are prime examples of the results achieved from Willkie’s delivery of a multi-disciplined approach geared towards its clients’ needs and objectives.

Recent examples include:

  • Acquirers and Investors - U.S.

    • Westinghouse Electric Co. Represent Brookfield Business Partners L.P. in the $4.6 billion acquisition of Westinghouse Electric Co.’s U.S. and non-U.S. businesses.
    • III Explorations II LP. Represented the equity holders of III Explorations, a U.S. oil and gas exploration and production company, in connection with its chapter 11 bankruptcy in the United States Bankruptcy Court for the District of Utah.
    • Liberty Oilfield Services. Advised Liberty Oilfield Services on its acquisition of Sanjel Corporation’s U.S. fracturing, coiled tubing and cementing assets in connection with Sanjel’s bankruptcy cases in Canada and the United States.
    • Solus Alternative Asset Management. Represented an affiliate of Solus Alternative Asset Management in connection with an exchange offer related to the chapter 11 case of Adelphia Communications.
    • Charles W. Ergen and SP Special Opportunities LLC. Represent Charles W. Ergen and SPSO, an investment vehicle formed by Mr. Ergen, in LightSquared chapter 11 bankruptcy, adversary proceeding and plan confirmation dispute over approximately $1 billion investment. After successfully defeating LightSquared’s initial plan in July 2014, Willkie successfully negotiated with LightSquared and its plan sponsors for a plan whereby Mr. Ergen received payment in full of his claims. The plan was confirmed by the Court in March 2015.
    • Ad Hoc Group of Funds. Represent an ad hoc group of funds in connection with a transaction, whereby our clients committed to purchase equity in Overseas Shipholding Group, which operates a fleet of International Flag and U.S. Flag vessels.
    • Citigroup Financial Products, Inc. and Large Private Equity Fund. Represented these private equity funds as equity and debt holders in connection with the restructuring of the Pocahontas Parkway, a toll road located in Richmond, Virginia, under a concession granted by the Virginia Department of Transportation.
    • Fiat S.p.A. Represented the auto manufacturer in its $1.27 billion transaction to acquire an additional 16 percent stake in Chrysler.
    • Take-Two Interactive Software, Inc. Represented the video-game developer in its acquisition of development and production of World Wrestling Entertainment Inc. and “Evolve” video games from debtor THQ Inc. in a section 363 sale.
    • Leonard Green & Partners and Large Private Equity Fund. Represented these private equity funds in their acquisition of a controlling stake of the Palms Casino Resort in exchange for their affiliates’ contribution of approximately $440 million in secured debt of the Las Vegas property.
    • Centerbridge Partners, Fidelity Investments and Large Private Equity Fund. Represented these private equity funds in a year-long multinational $3 billion restructuring of resort operator Kerzner International Limited.
    • Resort Finance America, LLC. Represented Resort Finance America as lenders to various distressed time share developers, including the restructuring of approximately $400 million of indebtedness of distressed timeshare developer Westgate Resorts, and as acquirers of Las Vegas timeshare property in connection with such restructuring.
    • DISH Network/TerreStar Network. Represented DISH Network on its “stalking horse” bid of $1.375 billion in cash and the assumption of liabilities for TerreStar Networks, an integrated satellite and terrestrial telecommunications company in chapter 11.
    • Barneys New York. Represented Istithmar World, an investment arm of the government of Dubai, in a comprehensive financial restructuring which reduced Barneys long-term indebtedness by over $500 million. Following the restructuring, our client retained a minority ownership position in the restructured company and continues to serve on its board of directors.
    • Brookfield Asset Management. Represented Brookfield in the chapter 11 cases of General Growth Properties, a $30 billion REIT and the second-largest mall operator in the U.S., in its capacity as an initial DIP lender and plan funder. A Brookfield-led consortium and other add-on investors invested significant equity capital in General Growth to fund a standalone recapitalization of the debtor and also received, as bid protections, very favorable and ultimately highly profitable warrants.
    • Appaloosa Investment L.P.  Represented Appaloosa in connection with several material investments in various commercial mortgage-backed securities and other material matters, including in connection with investments in the hotel chain owned by Innkeepers USA, and Peter Cooper Village and Stuyvesant Town, a multi-billion dollar residential development in the heart of New York City with politically charged dispute implications.
    • Centerbridge Capital Partners L.P.  Represented Centerbridge in its $250 million cash investment in Dana Corp., a world leader in auto parts supplies. Willkie advised and assisted Centerbridge on all aspects of the exit financing  investment, and the formulation, confirmation and consummation of Dana’s reorganization plan.
    • Pardus Capital. Represented Pardus in connection with its proposed investment as one of six proposed plan sponsors of Delphi Corporation and then in the defense and settlement of significant litigation commenced by the debtor.
    • Greenwich AeroGroup. Represented Greenwich AeroGroup in its acquisition of substantially all the assets of Banner Aerospace, a provider of general aviation services, in Banner’s chapter 11 case.
    • The ComVest Group. Represented The ComVest Group in its acquisition of substantially all the assets of Velocity Express, an operator of specialized logistics and delivery services, in Velocity’s chapter 11 case.
    • Genii Capital. Represented the Luxembourg-based private equity firm in its stalking horse bid for substantially all of the assets of Polaroid Corporation and its affiliated debtors.
    • Teléfonos de México, S.A. de C.V. (TelMex). Represented TelMex in the acquisition of substantially all of the assets of chapter 11 debtor AT&T Latin America Corp. We also represented TelMex in its acquisition of indirect subsidiaries of chapter 11 debtor MCI, Inc. (f/k/a WorldCom, Inc.).

  • Acquirers and Investors - France

    • HLD and Filorga/Lazartigue Group. We represented HLD and Filorga on the acquisition of the Lazartigue Group. The acquisition was made pursuant to a continuation plan, providing for the repayment of the group’s outstanding indebtedness and significant investment to support its turnaround, while enabling the preservation of all jobs.
    • Impala/SAUR. We represented Jacques Veyrat (Impala) in its bid for the takeover of SAUR.
    • Qualium/Groupe Quick. We represented Qualium as main shareholder in relation to the financial restructuring of Groupe Quick (fast food chain).
    • CDC Entreprises/Loret Telecom. We represent CDC Entreprises as minority shareholder of Loret Telecom in connection with its ongoing safeguard proceedings.
    • Arcapita/CEPL. We represent Arcapita as main shareholder in the financial restructuring of the logistics subsidiary CEPL.
    • Pragma/Leyton. We represent Pragma as minority shareholder in the ongoing financial restructuring of costs optimization business Leyton.
    • Groupe Hersant. We represented Philippe Hersant and his family as shareholders in the restructuring of Groupe Hersant Media, a regional newspaper publisher.
    • Eurotunnel/SeaFrance. We represented Eurotunnel in connection with a bid for the ships of SeaFrance, a channel ferry company, in liquidation proceedings.
    • Gilde Buy Out Partners, BNP Paribas and Azulis. We represented the main shareholders of Novasep (fine chemistry) in connection with its negotiations with high-yield bondholders.
    • Butler Capital and Sernam (haulage contractor). We represented Butler Capital Partners and Sernam in their bid for the assets of the Mory Group.
    • ML PLV. We represented the founder in the financial restructuring of ML PLV and the buyout of the stake held by Argos.
    • Pragma/Retif. We represented Pragma Capital in the financial restructuring of the Retif group, an office equipment business with sales of €220m and 1,030 employees, the debt of which was fully held by HBOS.
    • CPI. We represented CVC Capital Partners in connection with the consensual lender led financial restructuring of the CPI Group.
    • Kaufman & Broad. We represented PAI in connection with the restructuring of the Kaufman & Broad Group, a real estate development.
    • Nortene. We represented Développement & Partenariat in connection with its investment in the Nortene Group, a garden furniture manufacturer, listed on Euronext Paris, in the context of the restructuring of the Nortene Group.

  • Acquirers and Investors - Germany

    • Blantyre Capital. We represented Blantyre Capital in its acquisition of Seuffer’s assets to form AST International.
    • Impala/CPI. We represented Jacques Veyrat (Impala) in its successful bid for the takeover of CPI
    • Sachtleben. We represented Sachtleben in its acquisition of the titanium dioxide business of Crenox from Crenox`s insolvency administrator.
    • e.n.o. Group. We represented the e.n.o. Group on its effort to purchase the assets of an insolvent producer of wind turbines and wind farm developer.
    • AXA Private Equity. We represented AXA Private Equity on the acquisition of the assets of HSE 24, the leading German television shopping channel, from the insolvency administrator of Arcandor AG.
    • ReD. We represented ReD, a portfolio company of Palamon Capital Partners, on its acquisition of the fuel card business of Lomo from Lomo`s preliminary insolvency administrator.
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Distressed Debt Trading

We have tremendous experience representing brokers, buyers, and sellers in the purchase or sale of illiquid or otherwise unique investments.  For example, we have been involved in more Madoff-related transactions than any other law firm, including transactions involving over $2 billion of notional value of BLMIS customer claims and various feeder funds of BLMIS including Kingate, Luxalpha, Defender, Herald, Fairfield Sentry and Thybo.  We have been instrumental in closing transactions that other law firms were unable to close through creative lawyering and the implementation of structures where our clients’ interests are fully protected.  Our involvement in these transactions has been full service—not only do we paper the transactions but we also assist clients in assessing the opportunity and the legal risks associated therewith.  We also represent clients if they need to assert bargained-for rights in a completed transaction, most recently representing the largest shareholder of Optimal SPV in a dispute with Banco Santander relating to the Madoff Victim Fund.  

Outside of Madoff-related transactions, we have represented brokers, buyers, and sellers in the purchase or sale of investments in Stanford International Bank, Lehman, MFGlobal, Petters-related feeder funds such as Lancelot Investors Fund and Palm Beach Finance, and litigation funding vehicles generally.  Oftentimes the transactions involve both U.S. and foreign legal regimes such as the U.K., Luxembourg, Bahamas, Cayman Islands, British Virgin Islands, and Antigua.  In those instances we typically serve as lead counsel on the transaction and run point for the clients on the foreign legal issues with local counsel’s assistance.

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Other Recent Representative Matters

  • Other Recent Representative Matters - U.S.

    • Official Committee of Tort Claimants of Imerys Talc America, Inc. Represent the Official Committee of Imerys Talc America, Inc., in connection with all transactional and litigation matters with and against Imerys, its French Parent and, indemnitor, Johnson & Johnson.
    • COFINA Agent in Commonwealth of Puerto Rico Reorganization. Represent Bettina M. Whyte, as COFINA Agent, in the ongoing efforts to reorganize the Commonwealth of Puerto Rico and its territorial instrumentalities’ municipal debt and the litigation over whether a certain sales tax was property of COFINA, a territorial instrumentality that had issued over $17 billion in bonds secured by such sales tax, or the Commonwealth. A hearing on confirmation of COFINA’s plan was held in January 2019.
    • The North American Refractories Company Asbestos Personal Injury Settlement Trust. Represent the NARCO Trust, a $3 billion trust and the largest shareholder of HWI (a former Honeywell spin), in connection with litigation related to Honeywell’s commitment to fund indemnities and operations up to $120 million annually.
    • Advisory Firms. Regularly represent global restructuring advisory firms, accountants and other retained professionals in a wide array of legal and bankruptcy-related needs, including contested retentions, compensation disputes, compliance and regulatory matters, transactional matters and similar mandates arising in complex U.S. and cross-border insolvency proceedings, as well as in out-of-court restructurings.
    • Liquidating Trustee of BearingPoint Inc. Represented the liquidating trustee in the successful defense of a $1.8 billion claim related to the BearingPoint Inc. bankruptcy case.
    • Trustees for Qimonda Richmond, LLC and Qimonda North America Corporation. Represented the trustees in connection with various litigation claims against a former customer and the allocation of the proceeds of that litigation among trusts for separate creditor groups.
    • Teamsters National Freight Industry Negotiating Committee (TNFINC). Represented TNFINC of the International Brotherhood of Teamsters in the out-of-court restructuring of YRC Worldwide, Inc., a leading provider of transportation and global logistics services. The restructuring enabled the company to preserve jobs for 25,000 Teamster employees and resulted in Teamster employees holding a 25 percent ownership stake in the company.
    • International Brotherhood of Teamsters. Represented the union in connection with the chapter 11 cases of Hostess Brands Inc., the iconic baker of Twinkies and Wonder Bread.
    • Mariner Investment Group, LLC and Senator Investment Group. Represented an ad hoc committee of equity holders in the chapter 11 cases of Smurfit-Stone Container Corporation. The Willkie-led opposition to the valuation underlying the debtors’ plan, and the resulting hotly contested confirmation proceedings ultimately resulted in a settlement that procured a substantial recovery for equity.
    • Wilmington Trust Co. Represented Wilmington Trust Co. as indenture trustee for bondholders in the chapter 11 cases of leading North American newsprint maker AbitibiBowater Inc. and as indenture trustee for senior secured bondholders and a creditors committee member in the chapter 11 cases of supermarket chain Nutritional Sourcing Corporation.
    • The Bank of New York. Represented the bank as indenture trustee for senior unsecured bondholders and creditors committee member of leading auto parts designer and manufacturer Dura Automotive Systems, Inc. in its chapter 11 cases. Willkie also played a key role in the successful litigation against holders of Dura’s subordinated bonds over the interpretation of key indenture provisions.
    • Law Debenture Trust Company of New York. Represented the bank as indenture trustee, in the Visteon Corporation chapter 11 cases.
    • WP Carey. Represent such entities as key landlords for multiple properties in numerous U.S. bankruptcy cases.
    • County of Cayuga. Represented the County of Cayuga in the chapter 11 cases of Auburn Memorial Hospital and its affiliated debtors.

  • Other Recent Representative Matters - France

    • Air France-KLM Group/Air France. We advised Air France-KLM Group and Air France on securing funding of €7 billion to help overcome the COVID-19 crisis
    • Hachette/Virgin Stores. We represented Hachette Livre in relation to the bankruptcy of Virgin Stores.
    • Hachette Livre. We represented Hachette Livre and its subsidiary BSSL in the 2011 buy out of BSSL by Cobe Capital.
    • EADS. We represented EADS as minority shareholder of Recaero, a aeronautic parts business, in connection with its safeguard proceedings.
    • TTE Corp. We represented TTE Corp in context of a challenge to asset disposals relating to the insolvency proceedings of TTE Europe.
    • Helios. We represented the management vehicle in the safeguard proceedings of Helios (an SPV held by Apax) in connection with its investment in Sechilienne Sidec.
    • Thomson/Technicolor. We represented Houlihan Lokey, financial adviser to Thomson, a media technology business, in connection with the delivery of a fairness opinion; a separate WFG team represented Deutsche Bank in connection with a CDS auction.
    • Interface Cereales. We represented Comptoir Agricole Villette, a cereals storing and trading business, in connection with its workout.
    • International Outsourcing Services (IOS). We represented IOS LLC, a coupon business, and FTI Palladium in the sale of its European business (IOS Europe) in relation to a mandat ad hoc procedure and a litigation against the manager/founder.

  • Other Recent Representative Matters - Germany

    • Lehman Brothers Bankhaus AG. We represented various creditors of Lehman Brothers in all legal aspects related to the insolvency of the German Lehman bank.
    • Indian conglomerate. We represented an Indian conglomerate on claims brought against them from the insolvency administrator related to the insolvency of a German automotive supplier owned by the Indian conglomerate.
    • AlixPartners. We represent AlixPartners on various legal issues related to restructuring and insolvency matters.
    • EPPG Group. We represented the EPPG Group, a publishing group, in connection with the insolvency of their key supplier, the printing plant, printing all products of the EPPG Group.
    • Management. We often represent board members of distressed companies (e.g., ATS, ODS, etc.) on their duties and obligations in pre-insolvency scenarios as well as in connection with any claims brought against them from insolvency administrators or D&O insurances in and out of court.
    • Investors. We represent numerous strategic and institutional investors on strategic considerations regarding potential equity and/or debt investments in Germany, subject to the recently implemented new German insolvency regime.
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