Official & Ad Hoc Committees

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Ropes & Gray has built an impressive reputation in its representation of official creditors’ committees and ad hoc creditor groups.

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Our business restructuring lawyers have advised committees in many of the nation’s largest Chapter 11 cases over the last several years. 

Ropes & Gray’s recent and notable representations of official committees include counseling:

  • The Official Committee of Unsecured Creditors of Magnum Hunter Resources Corporation, an independent oil and gas exploration and production company with over $900 million in funded debt claims in Magnum Hunter’s Chapter 11 cases currently pending in the United States Bankruptcy Court for the District of Delaware. Magnum Hunter filed for Chapter 11 after negotiating a Chapter 11 plan providing for the exchange of all of the funded debt for equity in the reorganized enterprise. Ropes & Gray advised the Committee in negotiating significant improvements for general unsecured creditors in the Chapter 11 plan.
  • The Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation, et al. in connection with one of the largest of the wave of oil & gas industry bankruptcy cases. Sabine Oil & Gas Corp. is a developer of onshore oil and gas properties in Texas and Louisiana, holds interest in more than 2,000 production sites, and has assets totaling about $2.5 billion and total liabilities of $2.9 billion, including approximately $1.15 billion in unsecured debt.
  • The Official Committee of Unsecured Creditors of Perkins & Marie Callender’s Inc., a manufacturer of frozen foods, a Chapter 11 proceeding in the United States Bankruptcy Court for the District of Delaware.
  • The Official Committee of Unsecured Creditors of Charter Communications, Inc., a Chapter 11 proceeding in the United States Bankruptcy Court for the Southern District of New York, in connection with one of the largest recently filed Chapter 11 cases, including the leading litigation regarding the nonconsensual reinstatement of senior secured bank debt (in excess of $11.8 billion). At the time of filing, Charter Communications was a Fortune 500 company and the fourth-largest cable operator in the United States. 
  • 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, a Chapter 11 proceeding in the United States Bankruptcy Court for the District of Delaware.
  • The Official Committee of Unsecured Creditors of Wellman, Inc. in connection with Wellman’s Chapter 11 case, a proceeding in the United States Bankruptcy Court for the Southern District of New York, involving in excess of $750 million in claims. Wellman, Inc. is a manufacturer of plastic packaging, fibers and engineering resins.
  • The Official Committee of Unsecured Creditors of Special Devices Incorporated (SDI) in connection with SDI’s Chapter 11 case involving over $100 million in claims, a Chapter 11 proceeding in the United States Bankruptcy Court for the District of Delaware. SDI is a Tier 2-3 auto supplier.

Ropes & Gray’s recent and notable representations of ad hoc committees include counseling of:

  • Elliott Management Corporation, a New York-based hedge fund, regarding its investments in Relativity Media. Relativity filed for Chapter 11 in July 2015 and emerged pursuant to a Chapter 11 plan of reorganization (after selling major assets during its bankruptcy case) in April 2016. Ropes & Gray represented Elliott with respect to Elliott’s $137MM prepetition second lien debt and a $35MM debtor-in-possession financing facility purchased by Elliott during the Chapter 11 cases. Among other things, Ropes & Gray advised Elliott in negotiating a settlement with the Creditors Committee regarding certain prepetition transactions involving Elliott and a settlement with Relativity regarding agreed treatment for Elliott’s claims under a Chapter 11 plan of reorganization.
  • An ad hoc group of holders of more than $40 billion of residential mortgage-backed securities issued by subsidiaries of Residential Capital, LLC (ResCap), in the case of In re Residential Capital, LLC et. al., a Chapter 11 proceeding before the United States Bankruptcy Court for the Southern District of New York. Prior to ResCap’s bankruptcy filing, Ropes & Gray acted as bankruptcy counsel in negotiating an $8.7 billion claim in settlement of ResCap's contractual obligations to repurchase subprime and other mortgages sold into securitizations in breach of representations and warranties made by ResCap.
  • An ad hoc group of holders of more than $2 billion in face amount of senior unsecured notes of Edison Mission Energy (EME), in the case of In re Edison Mission Energy, et al., a Chapter 11 proceeding before the United States Bankruptcy Court for the Northern District of Illinois. EME, the merchant power subsidiary of Edison International, has $3.7 billion in senior unsecured notes outstanding, as well as other, potentially significant, unsecured obligations. The potential restructuring involves complex legal issues relating to, among other things, tax sharing agreements and other tax matters (e.g., the impact of the potential restructuring on the consolidated tax group of Edison International) and the sale-leaseback of certain coal-fired electric generating facilities located in Illinois (e.g., the potential recharacterization of the sale-leaseback as a secured financing).
  • In London, certain mezzanine lenders to KCA Deutag Oil Services Group (KCA), including funds managed by EIG Management Company, LLC and GoldenTree Asset Management LP, in connection with KCA's recent financial restructuring. 
  • The ad hoc committee of second-lien holders of Satmex, a major Mexico-based satellite communications company, who took ownership of the company via a U.S. Chapter 11 proceeding, in the case of In re Satélites Mexicanos S.A. de C.V. before the United States Bankruptcy Court for the District of Delaware.
  • The largest limited partners of a major real estate private equity fund, Lubert-Adler, in defending a $150 million fraudulent transfer litigation being brought by a Chapter 7 bankruptcy trustee of a portfolio company of the fund. The lawsuit is based on a dividend recapitalization transaction, and seeks recovery directly from the limited partners who received distributions.
  • A steering committee of lenders under the $1.5 billion GM term loan issued by General Motors Company, with respect to the recent amendment proposals by GM, in advance of GM’s bankruptcy restructuring. 
  • Holders of $740 million second-lien debt of CalGen Corporation in In re Calpine Chapter 11 cases, including representation of second-lien holders in extensive litigation relating to breach of “no-call” provisions of debt, recovery of “make-whole” damages and related claims. Successfully litigated claims in Bankruptcy Court, resulting in favorable settlement for holders of the second- lien debt.