Financial Restructuring & Reorganization

Distressed Asset

• Represented the Fortress Investment Group in acquiring Krystal, a 300-plus location restaurant chain founded nearly 90 years ago that filed for bankruptcy.
• Represented LHC Group in its acquisition of substantially all the assets of Nurses Registry. We dealt with the complexities of a competitive bankruptcy auction, complicated by civil proceedings for recovery of Medicare overpayments brought by the United States and the need to insulate the buyer from future liability for prior conduct of the seller.
• Represented the Chapter 11 debtor as the seller of servicing rights for approximately $8 billion in mortgage loans.
• Represented the Chapter 11 debtor and concluded a sale of an aviation repair and retrofit company in bankruptcy and addressed and resolved substantial union opposition. Litigation claims were vested in a trust, and a majority of the beneficial interests in the trust were assigned to the buyer.
• Represented the debtor in a sale of all its assets outside of bankruptcy to a new owner and investor as part of a debt restructuring with a bank syndicate, including hedge fund participants. The sale avoided the costs and goodwill impairment that would have likely occurred in a bankruptcy with the buyer protected from subsequent exposure.
• Represented an international chemical manufacturer in divesting noncore assets and reorganizing around its key profit centers, allowing the company to emerge from bankruptcy through a consensual plan of reorganization among all stakeholders.

Secured Creditors

• Counsel to special asset groups of several large financial institutions. As counsel to these special assets groups, we regularly assist our clients in analyzing assets within their commercial loan portfolios, negotiating restructuring opportunities, effectuating loan modifications and workout agreements, exploring litigation strategies, and pursuing asset realization and dispositions.
• Representing master servicers and special servicers in their securitized loan portfolios. These representations involve out-of-court workouts and restructurings in addition to in-court dispute resolutions and remedy enforcement. Engagements include the representation of a special servicer in the sale of property securing commercial mortgage-backed securities in multiple cases pending before the U.S. Bankruptcy Court for the S.D.N.Y and the representation of a master and special servicer in connection with a distressed hotel operator in a bankruptcy case before the U.S. Bankruptcy Court for the District of Delaware.
• Representing corporate trust clients in default issues, including tax, bankruptcy, litigation, and collateral liquidation, in a wide variety of product types, including structured finance (CMBS, RMBS, ABS, CDO, CLO, and REO), corporate debt, municipal debt, hedge funds, lending, and project finance. Our group’s representation of these clients spans the U.S. and the world.
• Represented a large regional bank in the workout and bankruptcy of a hotel/resort with debt exceeding $550 million. As counsel for the agent bank, we guided the bank group through the workout to reach a result that would enable the borrower to reorganize and enhance the chances of a full recovery for the bank group.

Fiduciary

• Representing the Court Appointed German Insolvency Administrator of Greensill Bank (AG) with certain investments and other interests Greensill Bank (AG) has in the United States and in Europe. 
• Selected as lead counsel to the Examiner for Enron to investigate and report on Enron’s use of special purpose entities and off-balance-sheet partnerships and the roles of Enron’s officers, directors, professionals, and financial institutions in connection with those entities. In our role as counsel, we identified more than $10 billion in claims against third parties by investigating Enron’s complex transactions. Some of those claims were based on state law while others were based on the Bankruptcy Code, including claims for more than $3.3 billion in avoidable transfers, claims for equitable subordination, and related causes of action and claims objections.
• Appointed as the Chapter 11 trustee for SONICblue to investigate and to bring actions, if appropriate, in response to the conduct of the parties in the bankruptcy cases. After an investigation, we brought claims against counsel for the debtors, counsel for the creditors’ committee, and the senior bondholders and recovered value exceeding $25 million from those parties. In addition, we proposed and litigated with various parties a plan of liquidation for the four debtors’ estates that resulted in significant increased distribution to creditors (from the debtors’ prior estimate of 28 percent recovery to approximately 48 percent recovery to unsecured creditors). The liquidation plan resolved the complex interestate claims and avoided substantive consolidation litigation.

Fraudulent Transfers & Preference Representation

• Served as plaintiff’s trial counsel (together with Oregon co-counsel) in a billion-dollar fraudulent transfer, successor liability, and alter ego claims case. The jury found that the defendants made $965 million in transfers with the actual intent to hinder, delay, or defraud our client and awarded our client $350 million in punitive damages.
• Served as defense counsel to multiple defendants in this fraudulent transfer case involving more than 30 defendants and alleged fraudulent transfers of more than $15 million. Leading the defense effort for all defendants, we litigated complex valuation issues and achieved a settlement for less than one-tenth of the recovery the plaintiff originally sought.
• Represented a defendant with alleged preference liabilities arising out of the Lyondell bankruptcy case. Asserting defenses under the safe harbor provisions of the Bankruptcy Code, we settled the defendant’s potential liabilities at an early stage, avoiding the costs and disruptions associated with a full lawsuit.
• Represented a client who was sued by a Chapter 7 trustee for a constructively fraudulent transfer in the Southern District of Florida in connection with a multimillion-dollar credit facility. Our attorneys attacked the trustee’s lawsuit, attempted mediation, and ultimately obtained an order from the court granting summary judgment in favor of our client and dismissing all claims.

Structured Finance & Securitization

• Counsel to the collateral manager for a trust-preferred CDO in one of the first involuntary cases filed against a bank holding company in the Middle District of Georgia. Given our depth of experience in trust-preferred security workouts and litigation in more than 10 bankruptcies across North America, we were hired to prosecute an involuntary bankruptcy proceeding against a bank holding company that had defaulted on its obligations. Following extensive discovery, briefing, and multiple hearings, the bank holding company settled on favorable terms with the collateral manager.
• Counsel to the collateral manager for four trust-preferred CDOs holding approximately $70 million in debt in ongoing litigation against issuers in the New York Supreme Court, Commercial Division. We were hired by a collateral manager for four Cayman funds to prosecute claims against a private real estate development company and certain third parties and insiders for, among other things, breach of contract, fraudulent conveyance, unjust enrichment, piercing the corporate veil, and tortious interference with contract.
• Counsel to numerous corporate trust institutions as indenture trustee in a number of significant bank holding company bankruptcies.. Many times in bank holding company cases, the regulators have seized the primary asset of the holding company, the bank. Finding and maximizing value, including realizing on certain tax assets of the consolidated group through net operating loss carrybacks, becomes critical in returning value to trust-preferred security holders. Our bankruptcy group has extensive experience in litigating these issues.

Professional Engagements

• Representing Big Four accounting firms in bankruptcy retention and fee-related issues and defense of avoidance actions.
• Representing investment banks in the preparation and negotiation of engagement agreements with clients facing distress and advising them on retention and fee issues once those clients commence bankruptcy proceedings.
• Representing financial advisor firms in the preparation and negotiation of engagement agreements with clients facing distress and advising them on retention and fee issues once those clients commence bankruptcy proceedings.
• Representing individuals serving in interim management or other fiduciary positions in bankruptcy cases.

Franchisors

• Guided a client in facilitating a debtor’s cure of defaults on a license agreement in connection with a multimillion-dollar refinancing, resulting in repayment of all pre-petition fees plus attorneys’ fees and costs.
• Obtained a California bankruptcy court order on shortened notice for a terminated franchisee to completely de-identify the franchisee restaurant and remove all franchisor marks.
• Contested a motion in St. Louis bankruptcy court to terminate a hotel franchisee from the system after it failed to comply with guest satisfaction scores.