Represented Intelsat S.A. and its debtor-affiliates—operator of the world’s largest satellite fleet and connectivity infrastructure—in connection with their chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. With approximately $15 billion in liabilities at the time of filing, and posing complex intercompany issues and novel issues of regulatory and foreign law, Intelsat was one of the largest and most complex restructurings of 2020 and 2021. Intelsat filed with $1 billion in committed DIP financing, which it subsequently refinanced and expanded up to $1.5 billion during its chapter 11 cases. During their chapter 11 cases, Intelsat purchased Gogo Inc.’s commercial aviation business, including its software platform and network management infrastructure, for approximately $400 million in a relatively unprecedented transaction for a chapter 11 debtor. After extensive multiparty and cross-silo negotiations and successful mediation efforts, Intelsat obtained confirmation of its plan of reorganization on a fully-consensual basis and emerged from chapter 11 with nearly $7 billion in new exit financing and a deleveraged capital structure.
NPC International — Representing a consortium of bidders led by Flynn Restaurant Group LP, the largest restaurant franchisee in the United States, in their stalking horse bid to purchase certain assets of NPC International, Inc. and its debtor affiliates through a Chapter 11 sale under section 363 of the U.S. Bankruptcy Code. NPC, which operates more than 1,300 Pizza Hut and Wendy’s restaurants across the United States, filed voluntary Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas in July 2020. Under the terms of the asset purchase agreement, which was approved by the Court in January 2021, the Flynn consortium will acquire over 925 of NPC’s Pizza Hut restaurants, approximately half of NPC’s 393 Wendy’s locations, and substantially all of NPC’s shared services assets for $552.55 million.
PES Holdings, LLC — Representing PES Holdings, LLC in its Chapter 11 cases initiated in July 2019, four weeks after a catastrophic explosion at PES’s Girard Point refining complex that resulted in a permanent shutdown of PES’s refining operations. Following this event, PES worked quickly to obtain access to $100 million of new DIP financing from its term loan lenders and negotiated consensual cash collateral usage with its working capital lender to finance its Chapter 11 cases. In Chapter 11, PES pursued a competitive sale process for the refinery site and a claim under its $1.25 billion property insurance policy. The process culminated in a $225.5 million equity sale to Hilco Redevelopment Partners under a Chapter 11 plan. The Chapter 11 plan and sale were approved by the United States Bankruptcy Court for the District of Delaware in February 2020, less than 8 months after the catastrophic explosion.
Selecta Group B.V — Representing Selecta Group B.V (“Selecta”), which employs 10,000 employees, is the world’s largest provider of vending machines, coffee and convenience food distribution in over 475,000 points of service in 16 foreign countries. The Chapter 15 proceeding filed in the Southern District of Texas is part of a comprehensive restructuring strategy to deleverage Selecta’s balance sheet, increase liquidity, extend maturity dates on its revolver and its 3 tranches of senior secured notes and to change the governing law for its funded debt obligations from New York to UK law. The overall restructure involves out-of-court arrangements with the revolving credit facility lenders and liquidity facility lenders, a new equity investment by the private equity owner, a formal Scheme of Arrangement in the UK and a US Chapter 15 proceeding to implement the foreign proceeding in the United States.
Ultra Petroleum Corp. — Representing Ultra Petroleum Corp. and its affiliates in their comprehensive deleveraging and balance-sheet restructuring, accomplished through prepackaged Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas and a parallel Canadian recognition proceeding filed in the Supreme Court of Yukon in 2020. Ultra is one of the largest oil and natural gas exploration and production companies in Wyoming.
J. C. Penney Company, Inc. — Representing J. C. Penney Company, Inc. and 17 of its affiliates in their pre-arranged Chapter 11 cases. JCPenney, an iconic American retail staple tracing its roots back to 1902, includes private brands such as Liz Claiborne, St. John’s Bay, Stafford, and Arizona Jean Co. JCPenney employs more than 85,000 people, manages a massive supply chain with nearly 3,000 vendors and eleven domestic shipping facilities, and operates approximately 850 stores in the United States and Puerto Rico, in addition to a substantial e-commerce business. With approximately $4.9 billion in debt, JCPenney entered bankruptcy with a Restructuring Support Agreement that carries broad first lien stakeholder support and is expected to substantially de-lever the company’s balance sheet.
