Scott Vail joined Ropes & Gray’s capital solutions and private credit team in February 2022. Scott’s practice focuses on all types of special situations and distressed transactions both in and out of formal bankruptcy proceedings.
Prior to joining Ropes & Gray, Scott was an associate in the business restructuring group of another international law firm, where Scott advised public and private companies, financial sponsors and distressed investors in complex domestic and international distressed situations, including out-of-court liability management transactions, in-court chapter 11 proceedings and distressed acquisitions. Scott’s experience spans a broad range of industries, including oil & gas, retail, media & entertainment, technology, health care, and transportation.
- Represented an ad hoc group of first and second lien lenders of CHC Group LLC, the global rotary wing aviation services provider, with respect to, among other things, approximately $100 million of new money financing and an out of court exchange involving up to approximately $500 million of existing first and second lien debt.
- Represented an ad hoc group of first lien lenders of K&N Engineering, Inc., a leading consumer-branded designer, manufacturer and marketer of high performance automotive and power sports aftermarket parts, in a $60 million new money financing in connection with its out of court restructuring of approximately $415 million of funded indebtedness.
- Represented an ad hoc group of senior secured lenders to Westmoreland Coal Company, with respect to an out-of-court restructuring and spin-off of an ESG business.
- Representing FB Debt Financing Guarantor, LLC and certain of its subsidiaries (“Forma Brands”), a builder of top beauty brands including Morphe®, Morphe 2®, Jaclyn Cosmetics®, and Born Dreamer®, in their Chapter 11 cases to address approximately $870 million of funded indebtedness, facilitate a going-concern 363 sale transaction for substantially all assets, and resolve numerous complex licensing and potential litigation issues.
- Represented Intelsat S.A. and certain of its affiliates in connection with their Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Intelsat had approximately $14.7 billion in funded debt as of its Chapter 11 filing and operates the world’s largest satellite fleet and connectivity infrastructure, and provides diversified communication services to many of the world’s leading media companies, telecommunications operators, Internet service providers, and the United States government and military. Intelsat filed with $1 billion in committed DIP financing and used Chapter 11 to restructure its balance sheet and maximize value through its strong operations and future growth plans.*
- Represented Washington Prime Group Inc. and eighty-eight of its affiliates in their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. WPG owns, develops, and manages retail real estate across the United States, including enclosed and open air retail properties, with a portfolio comprising material interests in 102 shopping centers across the United States. As of the petition date, WPG had approximately $3.9 billion of funded debt.*
- Represented Covia Holdings Corporation and certain affiliates in connection with their prearranged Chapter 11 cases involving approximately $1.6 billion of funded debt. Covia provides diversified mineral-based and material solutions for global energy and industrial markets. Covia’s comprehensive financial and operational restructuring reduced the company’s go-forward funded debt and fixed costs by more than $1 billion.*
- Represented BCE-Mach III LLC on its acquisition of substantially all of the upstream oil & gas assets of Alta Mesa Holdings, LP and its subsidiaries and the midstream assets of Kingfisher Midstream, LLC and its subsidiaries as part of the sellers' Chapter 11 bankruptcies and associated 363 sale processes. Scott also advised Bayou City Energy Management LLC, one of Alta Mesa's largest equity holders, regarding a global settlement effectuated in connection with the asset sale transaction.*
- Represented One Call Corporation and certain of its affiliates in connection with their out-of-court restructuring. One Call is a leader in ancillary services for the workers’ compensation industry. The restructuring transaction reduced One Call’s funded debt through a consensual equitization of nearly $1 billion of junior debt, reduced its annual interest expense by approximately $90 million, and eliminated all near-term maturities. The restructuring was facilitated by a $375 million investment led by existing lenders KKR and GSO Capital Partners.*
- Represented Sheridan Holding Company II, LLC and certain affiliates in their prepackaged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of Texas. Sheridan II is the second of three series of Sheridan oil and natural gas investment funds. Sheridan II’s prepackaged restructuring addressed over $1.1 billion of funded debt obligations through an equitization which had near universal creditor support and left general unsecured creditors unimpaired.*
- Represented Pier 1 Imports, Inc. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Pier 1 is a publicly-traded omnichannel retailer specializing in home furnishings and décor with 923 stores in the United States and Canada.*
- Represented stalking horse purchaser and DIP lender in the Chapter 11 cases of Jack Cooper Ventures, Inc. and certain affiliates in the Northern District of Georgia. Jack Cooper is a leading provider of finished vehicle logistics in North America. The prearranged restructuring addressed approximately $575 million in prepetition secured debt, modified labor and pension obligations, and facilitated a going-concern 363 sale transaction allowing for substantially all employees to keep their jobs.*
- Represented American Tire Distributors, Inc., one of the largest independent suppliers of replacement tires, in its prearranged Chapter 11 cases. The restructuring of American Tire’s approximately $2.6 billion in funded debt included a maturity extension and conversion of approximately $1.1 billion of bonds to equity. Existing equity received approximately 5% of the new equity, plus warrants for additional equity. The restructuring had the support of a majority of all holders of funded debt and left general unsecured creditors unimpaired.*
- Represented Things Remembered, Inc. and its affiliates, one of the nation’s leading multi-channel personalized apparel and accessory retailers, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. As of its Chapter 11 filing, Things Remembered operated approximately 420 stores and kiosks in the U.S. and Canada. Things Remembered sold its go-forward business to a strategic buyer that preserves its online business, up to 1,400 jobs, and approximately 178 brick-and-mortar stores.*
- Represented VER Technologies HoldCo LLC and certain of its affiliates in Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. VER is one of the largest suppliers of rental production equipment and solutions in the world, leasing lighting, sound, rigging, and video equipment to various customers in the corporate, hotel, television, cinema, and live music sectors. As of the petition date, VER had funded debt of over $760 million. VER commenced the cases with the support of over two-thirds of the lenders under its prepetition term loan facility, the lenders under its term loan debtor-in-possession financing facility, holders of two tranches of promissory notes, and a strategic merger partner. These parties supported VER’s Chapter 11 cases pursuant to a restructuring support agreement that provided the basis for a consensual Chapter 11 plan followed immediately by a merger of the reorganized equity into the strategic partner. VER also secured $364.7 million in debtor-in-possession financing facilities to fund VER’s operations and the administration of its Chapter 11 cases. In 2019, the Global M&A Network granted VER’s restructuring with the Turnaround of the Year (large mid-markets) Atlas award, and in 2018, the Turnaround Management Association recognized VER with its “Restructuring of the Year” (over $500M to $1bn) award.*
- Represented Tronox Limited, the world’s largest producer of natural soda ash, in the sale of its Alkali Chemicals business to Genesis Energy, L.P. (NYSE:GEL) for $1.325 billion in cash.*
*Prior to joining Ropes & Gray