Josh Sussberg is a partner in the Restructuring Practice Group. Josh represents debtors, creditors, equity holders and investors in all aspects of restructuring distressed companies. Josh has been recognized as a leading lawyer in Chambers USA, America's Leading Lawyers for Business each year since 2011. The 2013 edition applauded him for being "extremely smart, capable and responsive," while previous editions commented on Josh's "great courtroom presence," with commentators noting that he is "smart, prepared and extremely capable" and that "[h]e is an absolute pleasure to work with and against." In 2013, Josh was recognized as a "New York Super Lawyer" by Super Lawyers magazine. Previously he had been recognized as a "Rising Star" in 2011 and 2012.
Josh's practice includes advising clients with respect to operations in Chapter 11; advising senior management, boards of directors and private equity sponsors of financially troubled companies with respect to restructuring strategies; and providing advice, negotiating and structuring financings and other commercial transactions. Josh has a broad range of transactional and litigation experience across a number of industries including television and radio broadcasting, home building, energy, manufacturing, retail, airline, automotive and food and beverage. Josh has also represented clients in multi-jurisdictional and cross-border matters.
Edison Mission Energy — Representing Edison Mission Energy (EME) in its Chapter 11 restructuring of approximately $3.7 billion of senior unsecured notes and other obligations. EME, through its subsidiaries, owns or leases and operates a portfolio of more than 40 electric generating facilities powered by coal, natural gas, wind and biomass (with aggregate existing project indebtedness of approximately $1.5 billion), as well as an energy marketing and trading operation. The company's Chapter 11 cases are currently pending in Chicago before the United States Bankruptcy Court for the Northern District of Illinois.
AMF Bowling ― Represented AMF Bowling, the world's largest owner and operator of bowling centers and a leader in the bowling industry, in connection with its Chapter 11 case in Richmond, Virginia. As part of its highly successful and fully consensual Chapter 11 plan of reorganization that raised $310 million in new financing, AMF Bowling merged with Bowlmor on July 1, 2013, becoming the largest operator of bowling centers in the world with 7,500 employees, 272 bowling centers and combined annual revenue of approximately $450 million.
Conexant Systems ― Represented Conexant Systems, the fabless semiconductor company with a portfolio of innovative semiconductor solutions included in products for imaging, audio, embedded modem and video surveillance applications, in its successful and fully consensual Chapter 11 case in the United States Bankruptcy Court for the District of Delaware that was completed in just 96 days. Through its Chapter 11 plan, $194 million of secured debt was converted into equity and new unsecured, non-recourse notes issued by a newly formed holding company. An agreement was reached with the official committee of unsecured creditors regarding the treatment of unsecured claims, including rejection damage claims for various vacant leasehold properties.
Young America ― Represented Young America, the rebates, sweepstakes, sampling, incentives and loyalty marketing company with 40 years experience and more than 300,000 marketing solutions, in connection with its successful out-of-court restructuring that de-levered the company's balance sheet and provided new operating capital.
Barneys ― Represented this luxury specialty retailer with flagship stores in New York City, Beverly Hills, Chicago, Seattle, Boston, Dallas, San Francisco, Las Vegas and Scottsdale in connection with its successful out-of-court restructuring that resulted in a debt for equity conversion and new money investment that reduced Barney's long-term outstanding indebtedness from more than $590 million to $50 million. Founded as a men's retailer in 1923 in downtown Manhattan, Barneys turned into an international arbiter of high style for both women and men in the 1970's and become renowned for discovering and developing new and innovative design talent. Barneys also operates a highly successful online business at Barneys.com.
Kerzner International ― Represented this leading international developer and operator of destination resorts, casinos and luxury hotels in connection with its successful out-of-court restructuring of more than $3 billion of indebtedness. The multi-part reorganization, which recently was recognized as the Large Restructuring Deal of the Year at the 7th Annual M&A Advisor Turnaround Awards, included the restructuring of more than $2.5 billion of indebtedness in a commercial mortgage backed security structure. As part of its restructuring, Kerzner completed a transaction with the lenders to its Bahamian assets that involved the exchange of approximately $175 million in debt obligations by Brookfield Asset Management in return for Kerzner's equity in the Bahamian companies and an agreement for Kerzner to continue to manage Atlantis, Paradise Island and One&Only Ocean Club. In addition, Kerzner restructured its corporate operating company debt facility. As part of the operating company restructuring, Kerzner completed a transaction to sell its 50% ownership interest Atlantis, The Palm in Dubai for $250 million, with the proceeds being used to reduce Kerzner's operating company indebtedness. Kerzner also entered into an agreement to continue to manage Atlantis, The Palm pursuant to a multi-year management agreement. The completion of the global restructuring allows Kerzner to continue focusing on its role as a management company under which it will continue to own the Atlantis and One & Only brand names and retain the right to develop additional resort properties under these names. Under the One&Only brand, Kerzner manages seven of the top-rated luxury resort properties in the world, located in The Bahamas, Mexico, Mauritius, the Maldives, South Africa and Dubai. Additionally, the Mazagan Beach Resort, a 500-room destination casino resort in Morocco, is also operated by Kerzner.
Horizon Lines, Inc. ― Represented Horizon Lines, Inc. and its subsidiaries, the nation's leading domestic ocean shipping and integrated logistics company, in connection with two successful out-of-court restructurings. The first, in October 2011, was a $652.8 million out-of-court financial restructuring/refinancing and securities exchange offer that provided the opportunity for significant deleveraging. This was followed by a substantial deleveraging achieved through an out-of-court restructuring in April 2012, in connection with the completion of transaction with more than 99% of Horizon's noteholders and with Ship Finance International Limited that resulted in the termination of certain vessel charter obligations related to Horizon's discontinued trans-Pacific service. The simultaneous transactions in April 2012 resulted in a net debt reduction of approximately $188 million, with Horizon's earnings and cash flows being further improved through the termination of $32 million in annual vessel charter obligations for leased ships and the elimination of lay-costs for idle vessels. Horizon owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. Horizon Lines, Inc., is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.
Neways ― Represented Neways Enterprises, a world-wide leader in dietary supplements and personal care products with several hundred thousand active distributors in 28 countries, in connection with the successful out-of-court restructuring of Neways' approximately $250 million capital structure, which involved the exchange of $130 million of second lien indebtedness debt for equity and an amendment and extension of the company's first lien secured indebtedness.
Keystone Automotive Operations, Inc. ― Represented Keystone Automotive Operations, Inc., a wholesale distributor and retailer of aftermarket automotive accessories and equipment with operations throughout the United States and Canada, in connection with a restructuring of its outstanding indebtedness. Keystone successfully completed an out-of-court restructuring that reduced its debt from approximately $429 million to $142 million through a simultaneous securities exchange offer, rights offering and prepackaged plan of reorganization, which included the negotiation of new secured revolver and term loan credit facilities as well as a $60 million equity commitment to backstop the rights offering. Keystone's restructuring was recently recognized as the 2011 Retail Manufacturing/Distribution Deal of the Year (over $50 million) by The M&A Advisor in connection with its 6th Annual Turnaround Awards.
Orchard Brands/Appleseed's ― Represented Appleseed's and 27 of its affiliates, a leading multi-channel marketer of apparel and home products focused on serving the needs of women and men over the age of 55, in its prenegotiated Chapter 11 case in the District of Delaware. Through an agreement supported by nearly all of its secured lenders and the unsecured creditors' committee, Appleseed's successfully restructured approximately $725 million in funded indebtedness through a debt for equity exchange and a $40 million investment in less than 90 days. Appleseed's employs more than 4,200 employees and had approximately $881 million in net sales in 2010.
Atrium Corporation ― Represented Atrium Corporation and 19 of its affiliates, the largest manufacturer and distributor of residential vinyl and aluminum windows and patio doors in North America, in its Chapter 11 case in the District of Delaware that restructured over $650 million in long term indebtedness in just 100 days. Atrium's plan of reorganization eliminated more than $400 million of indebtedness and provided for an equity infusion of approximately $170 million. Atrium employs more than 3,800 individuals and maintains 55 manufacturing and distribution centers located in 21 U.S. states and Canada. Atrium's restructuring was recently recognized with the 2011 Turnaround Atlas Award for the "Chapter 11 Reorganization of the Year (upper middle markets)" by the Global M&A Network.
Citadel Broadcasting Corporation ― Represented Citadel Broadcasting Corporation, the third-largest radio broadcaster in the United States, with 224 radio stations in the nation's leading markets and the distributor of news and talk radio programming to more than 4,000 station affiliates, in its Chapter 11 cases in the Southern District of New York that successfully restructured over $2.4 billion in indebtedness. Citadel's Chapter 11 case, which was completed in just under six months, culminated in confirmation of a plan of reorganization that eliminated $1.4 billion in indebtedness following a heavily contested confirmation hearing and valuation dispute.
ION Media Networks, Inc. ― Represented ION Media Networks, Inc. and 116 of its affiliates, the owner and operator of the nation's largest broadcast television station group and ION Television, which reaches over 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, in their Chapter 11 cases in the Southern District of New York. In just over six months, ION's successful restructuring resulted in the elimination of all prepetition legacy indebtedness totaling approximately $2.7 billion and ION's emergence from Chapter 11 with $150 million in equity financing.
Chemtura Corporation ― Represented Chemtura Corporation, one of the largest publicly traded specialty chemical companies in the United States with 5,000 employees worldwide and 2008 revenue of $3.5 billion, in its Chapter 11 reorganization currently pending in the Southern District of New York.
Muzak LLC ― Represented Muzak LLC and 14 of its affiliates in their Chapter 11 cases that resulted in the successful restructuring of approximately $500 million in indebtedness, including secured bank debt and senior and subordinated public bond debt. A leading provider of business music since 1934, Muzak creates sensory experiences that reach more than 100 million people daily. Muzak creates an endless variety of music programming from a catalog of over 2.6 million songs and produces targeted custom in-store and on-hold messaging for over 500,000 client locations. Virtually all of Muzak's funded debt obligations matured in the midst of the credit crisis. Unable to refinance its debt obligations, Muzak was forced to file for Chapter 11. In less than one year, Muzak negotiated and implemented a global financial restructuring that cut its debt obligations in half while paying Muzak's secured creditors and trade creditors in full in cash. Muzak's plan of reorganization was unanimously approved by all creditors entitled to vote on the plan. Muzak's restructuring was recently recognized as the 2010 Entertainment and Media Restructuring of the year by the Distressed M&A Deal Forum and Turnaround Atlas Awards.
Radio One ― Represented Radio One, one of the nation's largest radio broadcasting companies with 53 broadcast stations in 16 U.S. urban markets that primarily target African-American and urban consumers, in connection with its out of court restructuring that eliminated $296.2 million in aggregate principal amount of unsecured notes and amended the company's senior secured credit facility.
BakerCorp ― Represented BakerCorp, one of the largest containment, pump, filtration and shoring company's in the world, in connection with its comprehensive out of court recapitalization of $560 million of indebtedness.
NexCen Brands ― Represented NexCen Brands, the owner and manager of brands covering quick service restaurants and retail footwear, including Great American Cookies, MaggieMoo's Ice Cream and The Athlete's Foot, with approximately 1,700 franchised stores across its brands located in over 35 countries worldwide.
The Smith & Wollensky Restaurant Group, Inc. ― Represented The Smith & Wollenksy Restaurant Group, Inc., operator of 10 upscale steakhouses around the country under the iconic Smith & Wollensky name, in connection with the restructuring of secured and subordinated indebtedness.
Ginn Resorts ― Represented certain affiliates of this privately-held resort development and management firm specializing in exclusive leisure lifestyle and vacation destination communities in connection with the restructuring of first and second lien credit facilities totaling $675 million and secured by four separate projects.
MoneyGram International Inc. ― Represented MoneyGram, a leading provider of global money transfer services, in connection with its successful out of court restructuring and sale transaction.
TOUSA, Inc. ― Representing TOUSA, Inc. and approximately 40 debtor and non-debtor affiliates in their currently-pending Chapter 11 cases that will restructure more than $2 billion in debt obligations, including obligations related to bank debt, senior and subordinated public bond debt, and complex land bank option and development contracts. TOUSA is a publicly traded homebuilder with substantial operations in Florida, the Mid-Atlantic, Texas and the West, doing business under trade names including Newmark, Engle Homes and Trophy Homes.
Tecumseh Products Company ― Represented the company, a leading manufacturer of engines, compressors, and related products, in a series of restructuring and sales transactions executed out of court.
Movie Gallery, Inc. ― Represented Movie Gallery, the second largest North American home entertainment specialty retailer. Movie Gallery, which operates approximately 4,600 retail stores located throughout all 50 states and Canada, rents and sells DVDs, videocassettes and video games. Movie Gallery generates annual revenue of approximately $2.5 billion with almost 40,000 employees.
Armstrong World Industries, Inc. ― Represented Armstrong in its complex, six-year, mass tort Chapter 11 case. Following contested confirmation proceedings, including an appeal to the United States Court of Appeals for the Third Circuit, Armstrong successfully implemented a plan of reorganization channeling asbestos-related claims to a section 524(g) trust. Josh was involved in all aspects of the day-to-day administration of the Chapter 11 case, with a particular emphasis on plan-related matters, environmental issues, employee benefit and retention programs and claims reconciliations.
Parmalat USA Corp. ― Represented Parmalat USA Corp. and its affiliates Farmland Dairies LLC and Milk Products of Alabama L.L.C., the U.S. subsidiaries of Parmalat S.p.A., the Italian producer and distributor of dairy products. Josh was involved in all aspects of the day-to-day administration of the Chapter 11 case, with particular emphasis on sales of certain of the Debtors' assets, plan-related matters, vendor contract negotiations, insurance matters and claims reconciliations. Following the debtors' emergence from Chapter 11, Josh represented the Plan Administrators for Parmalat USA Corp.'s and Milk Products of Alabama L.L.C.'s Chapter 11 liquidating plans, as well as the Trustee of the Unsecured Creditors' Trust of Farmland Dairies LLC.
Ames Department Stores, Inc. ― Represented retailer and its affiliates in all aspects of the day-to-day administration of the Chapter 11 case, including the rejection and designation of several of Ames' 400 real property leases, claims reconciliations, and recoveries of avoidable transfers.
Enron Corporation ― Represented Enron and contributed to the coordination of efforts in connection with the prosecution of various actions to recover billions of dollars in allegedly fraudulent and preferential transfers.
Reddy Ice ― Represented Centerbridge Partners, L.P., the largest holder of first and second lien indebtedness and rights offering backstop party, in connection with the Chapter 11 case in the Northern District of Texas, Dallas Division of the largest manufacturer and distributor of packaged ice in the United States that resulted in Centerbridge owning a majority of the restructured company. Completing its restructuring in just 50 days, Reddy Ice successfully reduced its debt by approximately 30 percent, or more than $145 million. As part of this process, Reddy Ice secured a $50 million Revolving Exit Facility from Macquarie Bank Limited and also received approximately $25 million in new equity capital infusions including a $7.5 million preferred stock investment by Centerbridge and a $17.5 million preferred stock rights offering to holders of Reddy Ice's pre-petition second lien secured notes backstopped by Centerbridge. With approximately 1,500 year-round employees, the Company sells its products primarily under the widely known Reddy Ice® brand to a variety of customers in 34 states and the District of Columbia, including to restaurants, special entertainment events, commercial users and the agricultural sector.
Aquilex ― Represented Centerbridge Partners, L.P. in connection with the restructuring of Aquilex LLC, a leading provider of critical maintenance, repair and industrial cleaning solutions to the energy industry. Through a debt-for-equity exchange (of both second lien debt and senior notes) and $80 million equity investment, Aquilex reduced its debt by more than $300 million and is now majority owned by Centerbridge. Through divisional and branch offices in the United States, Europe and the Middle East, Aquilex provides services to a diverse global base of over 600 customers, primarily in the oil and gas refining, chemical and petrochemical production, fossil and nuclear power generation and waste-to-energy industries. Aquilex's restructuring was recently recognized as the 2012 Transaction of the Year (Large Company) by Turnaround Management Association, as well as one of twelve successful restructurings identified by Turnarounds & Workouts for 2012.
Broadstripe ― Represented WideOpenWest Holdings, LLC in connection with its successful stalking horse bid and purchase of certain assets in Broadstripe's Chapter 11 proceeding pending in the United States Bankruptcy Court for the District of Delaware. Broadstripe is a telecommunications and cable provider serving communities in Washington, Maryland, Oregon and Michigan that provides both residential and business customers with entertainment and communications products including digital cable, home phone and broadband internet services.
Caribbean Petroleum Corp. ― Represented the President, Chairman and certain guarantors of the company's secured indebtedness in connection with the Chapter 11 case of this former leading distributor of gasoline and other petroleum products through a network of retail service stations located throughout Puerto Rico, consisting of 116 service stations on owned real property and 68 service stations on leased property.
Firstgold Corp. ― Represented certain directors in connection with the Chapter 11 case of this former exploration-stage company engaged in the search of ore deposits in its property and the acquisition and exploration of gold-bearing properties in the continental United States.
Natural Products Group ― Represented Centerview Partners in connection with the Chapter 11 case of the owner of the Nature's Gate line of organic soaps and shampoos.
Credit-Based Asset Servicing and Securitization LLC ― Represented Citigroup Global Markets Inc. in connection C-BASS' out of court restructuring and subsequent Chapter 11 filing.
W Hotel Union Square ― Represented Starwood Hotels and Resorts Worldwide, Inc., the manager of the W Hotel Union Square in New York, in connection with the Chapter 11 filing of certain entities that hold the indebtedness used to finance the acquisition of the hotel.
F&W Media ― Represented ABRY Partners Inc., in its capacity as owner, and certain directors of the company, in connection with the out of court restructuring of the special interest content provider and marketer enthusiast magazines, books, conferences, trade shows and interactive media properties.
Cygnus Business Media Inc. ― Represented ABRY Partners Inc., in its capacity as owner, and certain directors of the company, in connection with the successful prepackaged Chapter 11 case of one of the leading diversified business-to-business media companies.
North Hills L.P. ― Represented the Alexander Dawson Foundation, a non-profit organization dedicated to education and the largest creditor of North Hills L.P., in connection with the involuntary Chapter 7 bankruptcy case relating to the ponzi scheme orchestrated by Mark Bloom through the North Hills Fund investment partnership.
Physicians and Surgeons Hospital d/b/a Tri-Lakes Medical Center ― Represented creditor Physiotherapy Associates in connection with the Chapter 11 case of this non-profit full service hospital located in Batesville, Mississippi and pending in the United States Bankruptcy Court for the Northern District of Mississippi.
Mervyn's ― Representing certain affiliates of Sun Capital Partners, Inc., in their capacities as owner and second lien lender, and certain directors of the company, in connection with the Chapter 11 case of Mervyn's, LLC, a 177-store chain of family friendly promotional stores.
Heartland Automotive ― Represented Blackstone Holdings, the largest unsecured creditor and chair of the official committee of unsecured creditors, in connection with the Chapter 11 cases of Heartland Automotive and certain of its affiliates, the operators of 438 quick-oil-change stores in 20 states across the Eastern, Midwestern and Western United States.
New Century Financial Corporation ― Represented Citigroup in connection with its recovery of approximately $32 million in advances made to New Century pursuant to a servicer advance financing facility.
Avianca, Inc. ― Represented Federación National de Cafeteros de Colombia ("FNC") and Valores, S.A. in connection with their equity investments in the largest Colombian airline, as well as FNC's investment in reorganized Avianca.
Calpine Corp. ― Represented an ad hoc committee of noteholders at three Calpine projects in connection with restructuring efforts for each facility. Represented Manufacturers Traders & Trust Company, in its capacity as Indenture Trustee for certain secured notes totaling approximately $800 million issued by Calpine Generating Company, LLC.
Delphi Corporation ― Represented General Motors in connection with Delphi Corporation's and its subsidiaries Chapter 11 cases, and General Motors' claims with respect to the parties Component Supply Agreement and various Purchase Agreements pursuant to which Delphi manufactures and sells to General Motors automotive parts and systems.
WE CAN, Inc. — Josh was recognized with a 2006 Pro Bono Service Award at Weil, Gothsal & Manges LLP for his representation of this non-profit organization in connection with its Chapter 7 bankruptcy case. WE CAN had provided the poor and homeless with a safe and hassle-free location where they could redeem bottles and cans in New York since 1987.
Memberships & Affiliations
New York City Bar Association
New York State Bar Association
American Bar Association
UJA-Federation of New YorkBenjamin N. Cardozo School of Law Alumni Association Executive Committee
Listed in Chambers USA: America's Leading Lawyers for Business, 2011-2013
Assistant Professor, Distressed Investing, Lending and Private Equity, Benjamin N. Cardozo School of Law, Fall 2008
"Need for Speed: Utilizing Hybrid Solicitation Strategies to Shorten Ch. 11 Cases," BNA's Bankruptcy Law Reporter, October 2012 (Co-Author).
Second Circuit: Pension Termination Premium Arises Upon Discharge, Cannot be Discharged, American Bankruptcy Institute: Labor and Employment Committee Newsletter, January 2010 (Co-Author).
Debt-for-Equity Exchanges and Media Companies, Dow Jones Daily Bankruptcy Review, October 21, 2009, by Jonathan Henes and Joshua Sussberg.
Note, Shattered Dreams: Hazing in Intercollegiate Athletics, 24 Cardozo L. Rev. 1421.
Reorganizing Failing Businesses, Revised Edition, A Comprehensive Review and Analysis of Financial Restructuring and Business Reorganizations, Chapter 18, Lender Liability Considerations (Co-Author).
Is the Calculus of Restructurings Becoming Less Calculable?, Bloomberg Corporate Law Journal, Volume 1, Issue 3 (Summer 2006), by Martin J. Bienenstock & Joshua A. Sussberg.
Third Circuit Affirms Denial of Confirmation of Plan Based Upon Strict Reading of Absolute Priority Rule, Weil, Gotshal & Manges LLP Bankruptcy Bulletin, Vol. 13, Issue 3, March 2006.For Subprime Lenders - A Primer on the Bankruptcy Code, Dow Jones Daily Bankruptcy Review, March 28, 2007, by Paul M. Basta, Leonard Klingbaum & Joshua Sussberg.
Panelist, Plan Support Agreements/Pre-Arranged Cases, ABI's 25th Annual Winter Leadership Conference, Rancho Palos Verdes, California (December 7, 2013)
Panelist, Debtwire Distressed Debt Forum (Discussion: Analyzing In-Court Bankruptcy Trends, New York, NY, May 21, 2013)
Panelist, 9th Annual Wharton Restructuring and Distressed Investing Conference (Case Study: AMF Bowling, Inc. – Bowling a Strike in the Middle Market, Philadelphia, PA, February 22, 2013)
Panelist, Claims Trading: Effect of CDSs in Bankruptcy and How It Drives Negotiations and Results, 13th Annual New York City Bankruptcy Conference (May 6, 2011)
Panelist, Avoid Common First Year Pitfalls, New York City Bar (November 2, 2006)
United States Bankruptcy Court for the Southern District of New York
United States Bankruptcy Court for the District of Delaware
United States Bankruptcy Court for the Southern District of Florida
United States Bankruptcy Court for the Eastern District of Virginia
United States Bankruptcy Court for the Northern District of Illinois, Eastern Division