Joshua Greenblatt, P.C.

Commercial Litigation

• Secured complete victory for a Silicon Valley venture capital firm Social + Capital in proceedings brought by two of its founders and a former partner alleging improper dilution of their carried interest. Following a week-long trial and post-trial briefing, a JAMS arbitration panel found in favor of Social + Capital in all respects and dismissed all claims asserted by the claimants.
• Won total victory for Pegasus Capital and its portfolio company in arbitration related to a joint venture. After a five-day trial, the panel unanimously sided with Kirkland, finding that respondent had violated the governing contracts, and awarded Kirkland’s client a permanent injunction against wrongful competition and approximately $40 million in monetary damages for prior breaches. The panel also uniformly rejected respondent’s counterclaims and refused to dissolve the joint venture despite repeated efforts by respondents.
• Secured complete victory for Oaktree Capital portfolio company, RailUSA LLC and its affiliate American Rail Partners LLC (ARP) in breach of contract litigation and related proceedings in Delaware Chancery court seeking to enjoin a $224 million sale of two short-line railroads to Macquarie Infrastructure Partners. Defeated injunction after highly accelerated discovery and full evidentiary proceeding, and defeated a subsequent attempt by plaintiff to enjoin distribution of sales proceeds.
• Obtained complete dismissal of putative class action in Delaware Chancery court against Altamont Capital, its portfolio company Sequel, and former Sequel directors, arising from purported breaches of class members’ put rights and information rights.
• TPG and its portfolio company Kadiant in an action alleging that Kadiant’s CEO breached an agreement by soliciting employees of his former employer, a Kadiant competitor. After successfully persuading the court to deny the plaintiff’s motion for expedition, the case settled for a walk-away.
• QIC Group Holdings, LLC, a former affiliate of The Jordan Company in an action for breach of contract arising out of the sale of Quick International Courier to Kuehne + Nagel. Favorable settlement achieved in 2020.
• PBF I Holdings Ltd., an affiliate of Pegasus Partners V, L.P. in breach of contract litigation arising out of the 2018 sale of Pure Biofuels, the third largest fuels importer in Peru, to Valero Peru and its parent corporation, Valero Energy Corporation. Favorable settlement achieved in 2021.
• Kindred Healthcare and its private-equity owners in injunctive proceedings and shareholder litigation seeking appraisal in the Delaware Chancery Court following its take private by a consortium of private equity and strategic purchasers. After significant discovery and motion practice, the court allowed shareholders additional time to seek appraisal, but otherwise denied all aspects of the shareholders’ preliminary injunction motion, and the deal closed without delay. A related appraisal action was resolved through a confidential settlement.
• TPG Parish Holdings, LP, as a nominal defendant in a derivative action alleging that the defendants established and operated competitor companies with the aim of improperly diverting business opportunities and revenue from UTC. TPG Parish owned an interest in UTC, but no causes of action were asserted against it. Settlement finalized.
• Pegasus Capital Advisors in breach of contract litigation brought by a former Pegasus operating advisor alleging failure to pay a multimillion-dollar bonus in connection with his contributions to a Pegasus transaction. Concurrently, Pegasus filed an action against the former operating adviser for payment owed to Pegasus pursuant to a loan and accompanying promissory note. In 2021, ruling from the bench, the Court dismissed the action against Pegasus in its entirety and also granted Pegasus summary judgment on the promissory note.
• Brightstar Global Group in an appraisal action in the Delaware Court of Chancery relating to Brightstar’s merger with BCG Holdco Sub, LLC. Resolved through favorable confidential settlement.
• Freescale Semiconductor in an expedited state court litigation with senior term lenders challenging Freescale’s issuance of $1 billion of incremental term loans as barred by an occurrence of a Material Adverse Effect.
• Apollo Management and its portfolio company, Hexion Specialty Chemicals in expedited proceedings in New York state court arising from claims of Material Adverse Effect in Hexion’s proposed merger with Huntsman Chemical.
  

Restructuring and Liability Management Litigation

• PMP Nick LLC, the largest prepetition lender and debtor-in-possession (DIP) financing lender, in litigation and restructuring matters in the Nicklaus Companies Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. The Nicklaus businesses include golf course design, the development of golf and real estate communities, and the marketing and licensing of lifestyle products under the Jack Nicklaus and Golden Bear brands. The transaction provided for the full repayment of PMP Nick’s DIP financing and facilitated a global resolution of litigation and related claims.
• WeWork Inc., a global flexible space provider, and its 517 affiliates on their Chapter 11 filing and in related litigation proceedings. Approved confirmation plan.
• J. Crew Group in actions brought by bondholders relating to the company’s successful drop-down IP restructuring transaction. Among other things, Josh successfully defeated a TRO, preliminary injunction and emergency appeal in 2017, allowing the transaction (including a consent solicitation to amend the governing Term Loan Agreement and a debt exchange) to close. In 2018, successfully reduced the case to a single valuation issue when the court granted dismissal with prejudice of all other claims; affirmed on appeal in 2019. The parties agreed to dismiss the case in 2020.
• Boardriders, Inc., owner of apparel brands Quiksilver and Billabong, in litigation arising from a debt financing transaction that provided over $110 million in crucial liquidity to the Company in order to weather the disruption caused by the COVID-19 pandemic. Settlement achieved.
• PetSmart and a number of its subsidiaries in advice with respect to the transfer of its equity interests in Chewy.
• Carvana Co., the leading e-commerce platform for buying and selling used cars in various capital markets transactions, including an exchange offer for up to $1 billion of Carvana’s five tranches of unsecured notes and related transactions.
• Careismatic Brands, LLC, a designer, marketer and distributor of medical apparel, shoes and accessories, and 21 of its affiliates in their Chapter 11 filing and in related litigation proceedings. Reorganization plan confirmed.
• Cineworld Group plc, the parent company of Regal Entertainment Group, which is the second-largest cinema chain in the world, and 104 of its debtor affiliates in their Chapter 11 cases and in related litigation proceedings. Kirkland secured a temporary restraining order and then preliminary injunction in an adversary proceeding addressing violations of automatic stay by National Cinemedia, a contractual counterparty that provides advertising services to Cineworld, which was sending letters to competitors trying to prevent them from negotiating an alternative deal with Cineworld. Settlement achieved with National Cinemedia. Reorganization plan approved.
• Sinclair Broadcast Group and affiliated entities in a nineteen-count adversary proceeding filed by Diamond Sports Group and affiliated debtors alleging constructive and intentional fraudulent conveyance, breach of fiduciary duty and alter ego claims. Settlement achieved. Pending approval.
• Thrasio Holdings, Inc., a Silver Lake and Advent International portfolio company, and 240 of its affiliates in the commencement of prearranged Chapter 11 cases and in related litigation proceedings. Thrasio is the largest aggregator of Amazon brands in the world and a top five seller on Amazon’s platform.
• Envision Healthcare, a KKR portfolio company, and 216 of its affiliates in the commencement of pre-arranged Chapter 11 cases and in related litigation proceedings. Reorganization plan approved in 2023.
• Center for Autism and Related Disorders, LLC (CARD), a Blackstone portfolio company, and four of its affiliates in its Chapter 11 cases and in related litigation proceedings. CARD is one of the nation’s largest treatment providers for individuals diagnosed with autism spectrum disorder. After less than two months in bankruptcy, the debtors held their fully consensual confirmation and sale hearing and the court confirmed the debtors’ plan of reorganization.
• IPC Systems, Inc. in a comprehensive out-of-court restructuring. The transaction reduced IPC’s leverage by over $400 million, extended its debt maturity schedule by 5 years and provided $125 million of new capital.
• Acosta, Inc., a multinational sales and marketing company in its prepackaged restructuring of $3 billion of indebtedness and in related litigation proceedings. Acosta won confirmation in 2019, just 15 days after its bankruptcy filing. At the time, it was the fastest Delaware bankruptcy for a case of its size.
• Neiman Marcus Group and 23 of its affiliates in its Chapter 11 bankruptcy and in related litigation proceedings, including an adversary case alleging breach of fiduciary duty and bid meddling by one of its unsecured creditors. In 2020, NMG emerged from Chapter 11, successfully completing its restructuring of over $5.5 billion of funded indebtedness in under five months and becoming the first known retailer to have restructured over $5 billion of debt. A settlement was achieved in the adversary case in 2021.
• American Tire Distributors (ATD), the largest replacement tire distributor in North America and certain of its affiliates in Chapter 11 cases and in related litigation proceedings. ATD’s Chapter 11 plan was confirmed in 2018.
• Sungard AS Capital, Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of New York — the fastest Chapter 11 case in history. Sungard AS obtained confirmation in less than 19 hours on May 2, 2019. In addition, Sungard AS emerged from Chapter 11 faster than any company in history — staying in Chapter 11 for less than 48 hours. Sungard AS, a provider of availability and recovery services, had approximately $1.26 billion in funded debt at the commencement of its Chapter 11 cases and deleveraged by over $900 million upon emergence.
  TPG Capital, one of the world’s largest private equity firms and senior TPG partners in bankruptcy proceedings and multiple state and federal court actions concerning the restructuring of Caesars Entertainment, a TPG portfolio company. Claims at issue included alleged fraudulent transfers, breaches of governing indentures and breaches of fiduciary duty in connection with controversial and complex transactions undertaken prior to the bankruptcy filing of Caesars’ operating subsidiary.
• M&G Chemicals Brasil and its private equity affiliates in restructuring proceedings, including adversary proceeding seeking imposition of a constructive trust over cash proceeds from sales of chemical resins consigned to debtor at time of Chapter 11 filing.
• Global A&T Electronics (GATE) a Singapore-based semiconductor company in connection with claims by first lien noteholders seeking to unwind GATE’s $502 million debt exchange based on alleged breaches of the governing indenture and intercreditor agreements.
• MBIA, one of the world’s largest monoline insurers in state and federal litigation seeking to overturn MBIA’s corporate restructuring which, with the approval of New York’s Department of Financial Services, established a separate company for MBIA’s municipal bond insurance business. Secured a New York Supreme Court ruling in favor of MBIA after a four-week evidentiary proceeding upholding MBIA’s restructuring. The banks agreed to drop their challenge and MBIA then received $1.7 billion in cash and a $500 million line of credit for its municipal bond insurance business.

Kasowitz Benson Torres LLP

Cahill Gordon & Reindel LLP