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Bankruptcy & Business Restructuring
Bankruptcy & Business Restructuring Bankruptcy presents strategic opportunities for businesses to address a variety of complex financial and legal concerns. It offers creditors, lenders, bondholders and other interested parties opportunities to obtain marketable securities for their investments or other value for their claims. Bankruptcy presents strategic and financial buyers with opportunities to acquire businesses and assets. Bankruptcy also offers debtors relief from creditors’ actions and time to formulate plans to reorganize. The Bankruptcy & Business Restructuring Practice at Ropes & Gray, nationally recognized as a “sophisticated, high-quality” practice by Chambers USA, has extensive experience representing clients in bankruptcy cases and distressed situations throughout the United States and abroad. Our attorneys work closely with our clients to help them achieve their business objectives in the bankruptcy or other insolvency contexts. Diverse Clients Our clients include: - Official and unofficial committees of bondholders, trade creditors and equity holders
- Equity sponsors, their portfolio companies and boards of directors
- Financial and strategic acquirors of troubled businesses, leases, assets and intellectual property
- Private equity and hedge funds and traders of distressed debt and claims
- Distressed companies
- Investment companies and major institutional investors
- Major retailers and suppliers
- Claims purchasers
- Boards of directors
- Syndicated and asset-based lenders providing debtor in possession financing
- Banks and other financial institutions
In-Depth Experience At Ropes & Gray, our highly skilled bankruptcy and business restructuring attorneys are some of the most experienced in the field. For decades, our lawyers have represented clients throughout the country, in virtually every form of insolvency and workout. We regularly represent clients with respect to: - All forms of bankruptcies, insolvencies, liquidations, restructurings and workouts
- Third-party acquisitions of businesses, leases, assets and intellectual property
- Contentious insolvency litigation, including litigation with respect to leveraged buy-outs, debt recharacterization, lease recharacterization, breach of fiduciary duty, fraudulent transfer claims and preferences
- Bond and loan defaults
- Troubled loan syndications and asset securitizations
- Mezzanine and second lien financings
- Debtor in possession and exit financings
- Publicly offered debt and hybrid-equity securities
- Tax-related issues, including credit enhancement transactions in public, private and tax-exempt financings
- True sale and nonconsolidation opinions
- Valuation issues
- Chapter 9 municipal reorganizations
- Enforcement of rights under the Uniform Commercial Code
International Scope From our offices in Boston, New York City and London, our bankruptcy attorneys represent clients seamlessly across the US and UK. Whether helping pursue complex bankruptcy litigation in multiple jurisdictions, or providing practical business restructuring advice, we offer clients the highest level of service, skill and business-oriented guidance. Representative Bankruptcy Experience Asset Sales and Section 363 Transactions - Represented Avaya in connection with its $950 million international acquisition of Nortel’s Enterprise Business.
- Represented Bain Capital in connection with its $2.15 billion “stalking horse bid” to acquire substantially all of the assets of Neuberger Berman, the investment management division of Lehman Brothers.
- Represented hedge fund R3 Capital Partners in a sale and settlement transaction in the Chapter 11 cases of Lehman Brothers Holdings Inc. and its affiliates.
- Represented the purchasers of substantially all of the assets (Centerbridge Partners, L.P., MAK Capital Fund LP and Sankaty Advisors, LLC) in the highly contested Champion Enterprises, Inc. chapter 11 case.
Official Creditors’ Committee Experience - Represented the Official Committee of Unsecured Creditors of Charter Communications, Inc. in connection with one of the largest recently filed chapter 11 cases. Charter Communications was a Fortune 500 company and the 4th largest cable operator in the United States.
- Represented the Official Committee of Unsecured Creditors of R.H. Donnelley Corporation, et al. in connection with R.H. Donnelley’s chapter 11 cases involving claims in excess of $9.5 billion. R.H. Donnelley was one of the nation’s leading consumer and business-to-business local commercial search companies in the United States, and its bankruptcy filing was the 11th largest during the year of its chapter 11 filing.
Ad Hoc Committee Experience - Represented a steering committee of lenders under the $1.5 billion GM term loan, with respect to the recent amendment proposals by GM, in advance of GM’s bankruptcy restructuring.
- Represented a steering committee of first lien term loan lenders of Plastech Engineered Products, Inc. and its affiliates, in connection with Plastech’s chapter 11 cases. Plastech is a “Tier 1” supplier of automotive components, whose major customers are GM, Ford, Johnson Controls and Chrysler.
- Represented an ad hoc committee of holders of Second Priority Senior Secured Notes in the restructuring of Satélites Mexicanos, S.A. de C.V. (“Satmex”), a Mexican satellite operator. This intricate cross-border restructuring was consummated through a prepackaged chapter 11 plan, which incorporated a rights offering of new equity to holders of the Second Priority Notes, a new notes offering that closed into escrow during the chapter 11 case, and the purchase of the old equity from two Mexican trusts.
Bankruptcy Litigation - Representing the Representatives of the Heirs of Howard Hughes in cases filed in the bankruptcy of General Growth Properties, the largest real estate bankruptcy in U.S. history, with respect to claims relating to 8,900 acres of land included in a planned community and housing development in Nevada.
- Represented the official committee of unsecured creditors of Charter Communications, Inc. in connection with litigation regarding the nonconsensual reinstatement of senior secured bank debt (in excess of $11.8 billion). The court’s decision in that litigation is the leading precedent regarding nonconsensual reinstatement of debt.
Debtor and Equity Sponsor Experience - Represented Oscient Pharmaceuticals Corporation, a commercial-stage pharmaceutical company, as corporate and special litigation counsel in its chapter 11 case.
- Represented Holley Performance Products Inc. and its affiliates in connection with the negotiation, pre-petition solicitation, filing and consummation of a prepackaged plan of reorganization restructuring Holley’s $145 million 12.5% senior second lien secured notes and 12.25% senior notes due 2007.
- Represented BlackRock and R3 Capital Master Fund in a multi-party, cross-border, out-of-court restructuring of $7 billion of debt of Education Media Publishing Group (owner of Houghton Mifflin Harcourt Publishers Inc) and its affiliates.
Indenture Trustee Experience - Represent Deutsche Bank Trust Company Americas, as indenture trustee for $675,000,000 in senior notes issued by Takefuji Corp., in corporate reorganization procedures in the Tokyo District Court under the Japanese Corporate Reorganization Act. Takefuji is among the largest consumer credit companies in Japan, and its insolvency proceedings are among the largest ever commenced in Japan.
- Represent Wilmington Trust Company, Wells Fargo Bank and HSBC Bank USA as indenture trustee in chapter 11 cases involving billions of dollars of funded debt.
Financing Experience - Represent certain mezzanine lenders to KCA Deutag Oil Services Group, including funds managed by BlackRock Financial Management, Inc., EIG Management Company, LLC and GoldenTree Asset Management LP, in connection with KCA’s financial restructuring. The restructuring saw cancellation of the Group’s US$585.9 million mezzanine facilities and an injection of US$550 million new money from the mezzanine lenders and the Group’s incumbent sponsor, funds advised by Pamplona Capital Management LLC.
- Represent Sankaty Advisors and GoldenTree Asset Management, as Euro note purchasers in connection with the issuance of £110 million eight-year senior secured notes that will refinance the debts of the world’s largest specialty alumina products producer Almatis, resulting in the company’s exit from bankruptcy.
- Represent AMP Capital Investors, AXA Mezzanine, CELF Investment Advisors, CVC Cordatus, European Capital, European Credit Management, GSC European CDO, MezzVest as Second Lien and Mezzanine Lenders in connection with the negotiation with Carlyle (as sponsor) of the financial restructuring of the French/US group, Zodiac Marine & Pool Group, provider of differentiated pool products and services.
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