Corporate Restructuring

Skadden pioneered the use of “prepackaged” and “prearranged” bankruptcy techniques to quickly and cost-effectively restructure troubled companies. In these cases, the terms of a company’s restructuring are agreed upon with a preponderance of creditors prior to filing for Chapter 11, resulting in minimal time in bankruptcy and significant savings in fees. Our prepacks have set records for size, speed, complexity and creativity, and we continue to set precedents by finding new ways to efficiently restructure companies. Some of our most significant prepackaged and prearranged representations have included:

• Atlas Resource Partners, L.P. in the first prepackaged restructuring of a publicly traded master limited partnership
• Blue Bird Bus Co. in its 32-hour prepack 
• Central European Distribution Corporation in the first-ever prepackaged Chapter 11 restructuring of Hungarian, Polish, Russian and Ukrainian businesses
• CIT Group Inc. in the largest-ever prepackaged bankruptcy solicitation
• Global Corporation in its $600 million, 38-day prepackaged Chapter 11 reorganization
• Grove Worldwide LLC in its $600 million prearranged Chapter 11 reorganization
• Jackson Hewitt Tax Services, Inc. in one of the only prenegotiated Chapter 11 reorganization cases that also discharged prepetition and consumer class action litigation
• Herbst Gaming, Inc. in its $860 million prearranged Chapter 11 bankruptcy
• Mark IV Industries, Inc. in its prenegotiated Chapter 11 reorganization - Millennium Health, LLC in its prepackaged Chapter 11 case and restructuring, which resulted in the reduction of $2.1 billion of debt and resolution of a U.S. Department of Justice investigation that threatened its Medicaid/Medicare billing privileges
• MGM Studios in its $4 billion prepack, consummated in less than 30 days
• NTL Incorporated in its $10.6 billion restructuring implemented through a prearranged Chapter 11 filing and parallel administrations in the U.K.
• Perfumania, Inc. in a going-private transaction pursuant to prepackaged Chapter 11 restructuring
• RCN Corporation in its prepackaged Chapter 11 restructuring of more than $3.5 billion of debt
• Roust Corporation in one of the fastest billion-dollar prepackaged restructurings in history
• Specialty Foods Corporation in an innovative and highly successful exchange offer coupled with an auction of its businesses through a follow-on prepackaged Chapter 11 case
• Spectrum Brands, Inc. in one of the only prearranged cases involving litigation over reinstatement of prepetition debt
• Quiksilver, Inc. in its prearranged Chapter 11 reorganization
• Vertis, Inc. in one of the first prepackaged restructurings that incorporated a prefiling private rights offering

Our groundbreaking work also extends to traditional, non-prepack Chapter 11 representations, including providing some of the most creative solutions on behalf of debtors, lenders, buyers and other constituents in large, complex cases. Selected examples include:

Large-Cap Cases

• SunEdison, Inc. in the largest Chapter 11 case filed in 2016 and its successful emergence from bankruptcy
• Concordia International Corp. in a first-of-its-kind $3.7 billion cross-border recapitalization transaction
• Key Safety Systems in its acquisition of substantially all of the global assets and operations of Takata Corporation in cross-border restructuring proceedings in the U.S., Japan and Canada
• Bank of America, as administrative agent, in the high-profile and complex restructurings of Sears, Toys “R” Us, Algeco Scotsman Group and VER Technologies
• Barclays Bank in connection with its roles as pre- and post-petition lender and agent under various multibillion-dollar financing facilities with Ditech Holding Corporation
• Stearns Lending in its Chapter 11 restructuring involving $1.3 billion of debt
• Black Diamond Capital Management, L.L.C. in the sale of Empire Generating to an entity controlled by Black Diamond and confirmation of a related “no impairment” plan of reorganization over the objection of certain minority lenders
• Toshiba in its capacity as controlling shareholder and critical driver of the multibillion-dollar restructuring of Westinghouse Electric Company in its Chapter 11 case
• Quantum Pacific as majority shareholder of Pacific Drilling in its Chapter 11 case
• William A. Brandt, Jr., as Chapter 11 trustee of CFG Peru Investments Pte. Ltd., a significant Peruvian anchovy fishing operation, involving $1.1 billion of debt
• ad hoc second lien lenders in Peabody Energy’s restructuring involving $5 billion of debt
• the independent director of Samson Resources in its Chapter 11 restructuring involving $4 billion of debt
• Delphi Corporation in connection with the restructuring of more than $22 billion in liabilities
• Kmart Corporation in the largest Chapter 11 reorganization by a retailer in U.S. history and one of the largest public company restructurings ever
• LyondellBasell Industries in its restructuring, which included an $8.5 billion debtor-in-possession financing, the largest at the time
• Refco, Inc. in one of the largest securities and commodities broker liquidations and related litigations in U.S. history
• Centro Properties in the first-ever out-of-court cross-border restructuring involving U.S. and Australian entities
• the official unsecured creditors’ committee of AMR Corporation, the parent company of American Airlines Inc., in the company’s $11 billion merger with US Airways Group, Inc. as part of AMR’s Chapter 11 reorganization

Mid-Cap Cases

• Exide Technologies in its successful Chapter 11 restructuring of more than $600 million of debt
• Melinta Therapeutics, Inc. in its Chapter 11 reorganization
• Nautilus Holdings Limited in its Chapter 11 case involving $770 million of debt
• New Cotai in its Chapter 11 restructuring involving $850 million of debt
• Sciens Capital Management as controlling stockholder in connection with the Chapter 11 case of Colt Defense
• Syms Corp. and Filene’s Basement in their Chapter 11 cases
• Synergy Pharmaceuticals Inc. in its Chapter 11 case, including the sale of substantially all of its assets to Bausch Health Companies Inc.
• Triangle USA Petroleum Corporation in its Chapter 11 restructuring and associated litigation with its midstream-services provider
• TridentUSA Health Services in its successful Chapter 11 reorganization that de-levered the company’s balance sheet by $600 million
• Ryckman Creek Resources, LLC in its Chapter 11 restructuring and successful sale to a public utility company

A significant part of the Corporate Restructuring Group’s practice involves representing companies in out-of-court debt restructurings and other liability management transactions, often involving billions of dollars of publicly and privately held debt securities. We have handled restructurings undertaken not only by financially distressed companies, but also by healthy companies seeking to recapitalize or restructure operations, or retire debt at a discount. These transactions have involved refinancings or renegotiations of privately held debt, tender or exchange offers for publicly held debt securities, solicitations of bondholder consents to covenant relief, cash infusions from existing or new investors, and asset sales or spin-offs. Examples of these representations include:

• AliphCom
• BCBG Max Azria
• DSW Group
• Evergreen International Aviation
• Globalstar
• Hanley-Wood
• Intrawest
• iPayment
• Marsico Capital Management
• the Portland Trailblazers
• Tele Columbus
• Travelport
• WeWork

Using Section 363 of the Bankruptcy Code to sell or buy a troubled company’s assets quickly to eliminate or reduce legacy liability burdens has been an area in which Skadden’s M&A capabilities have helped define industry standards — particularly where enterprise value is eroding rapidly. Notable transactions include:

• B. Riley & Co., LLC in a bid for the purchase of substantially all of the assets of Golfsmith International Holdings
• Borealis Infrastructure Management and Abertis Infraestrucuras, as part of a consortium, in its multibillion-dollar bid to acquire the Indiana Toll Road
• Deloitte in its acquisition of substantially all of the assets of Monitor
• DISH Network Corporation in its $1.4 billion acquisition of 100% of the equity of DBSD North America, Inc.
• HCP, Inc in its proposed joint venture stalking horse bid and Section 363 sale of Life Care St. Johns, Inc.’s Glenmoor continuing care facility
• Highbridge Capital Management as DIP lender and stalking horse bidder in the Chapter 11 case of Pernix Therapeutics
• Highview Capital in its acquisition of substantially all of the assets of Katy Industries
• Ipsen Pharma SAS in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc. and the sale of certain drug patents
• Irish Bank Resolution Corporation in the disposition of €5 billion of assets in the U.S.
• The National Hockey League in its acquisition of the Phoenix Coyotes
• Ryan Kavanaugh, CEO and founder of Relativity Media, in the acquisition of most of the company’s assets

Our Corporate Restructuring Group is highly experienced in handling challenges that arise in restructuring transactions for companies with operations around the world and across multiple jurisdictions.

We were innovators in the use of English law schemes of arrangement for foreign companies as an alternative to local restructuring and insolvency options, including in our representations of Roust Trading Limited (in the first restructuring of a foreign bank (Russian Standard Bank) through a scheme of arrangement) and TORM A/S (in which we combined a debt restructuring and merger of a Danish-listed company under the umbrella of a scheme of arrangement). The use of schemes of arrangement in these transactions allowed the implementation of a restructuring transaction without the commencement of insolvency proceedings, thereby maximizing the debtor’s flexibility and control.

Our international corporate restructuring representations also include:

• Brunswick Rail Limited (Russia)
• the province of Carinthis (Austria) and Kaerntner Ausgleichszah-lungs-Fonds, a special purpose vehicle set up by the province
• China Fishery Group Limited (Peru, Singapore, China, Cayman Islands)
• Danaos Corporation (Greece)
• EMAS CHIYODA Subsea Limited (Singapore)
• Excel Maritime Carriers, Ltd. (Greece)
• Hidili Industry (China)
• Petrol Jersey Limited (Channel Islands)
• USIMINAS (Brazil)