Carestream Health, Inc. ― Representing Carestream Health, Inc. and its debtor affiliates in their prepackaged Chapter 11 cases filed in the United States Bankruptcy Court for the District of Delaware. Carestream, a Rochester, New York based global provider of medical imaging systems and non-destructive testing products had more than $1.3 billion of prepetition funded debt obligations. Prior to commencing the Chapter 11 cases, Carestream entered into a restructuring support agreement with a majority of its secured creditors to implement the comprehensive restructuring, eliminate approximately $470 million of funded debt obligations, and provide the Company with new liquidity through an $85 million exit facility and $75 million equity rights offering.
Envision Healthcare Corporation ― Represented Envision Healthcare Corporation, a leading provider of physician staffing services and operator of ambulatory surgical centers, in first-of-their kind liability management transactions. The transactions injected $1.1 billion of new money to Envision’s balance sheet and de-leveraged more than $1.9 billion of secured and unsecured debt obligations.
HONX, Inc. ― Representing HONX, Inc., in its Chapter 11 case filed in the United States Bankruptcy Court for the Southern District of Texas. HONX is a wholly-owned subsidiary of Hess Corporation, the global energy company. HONX and its corporate predecessors have for decades been subject to ongoing asbestos-related litigation in connection with HONX’s former ownership and operation of an oil refinery on St. Croix, U.S. Virgin Islands. HONX filed its Chapter 11 case with the goal of establishing and funding a trust under section 524(g) of the Bankruptcy Code to resolve and pay all valid current and future asbestos-related claims asserted against HONX.
Town Sports International, LLC ― Represented Town Sports International, LLC, a subsidiary of Town Sports International Holdings, Inc., and certain of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. Town Sports is a leading owner and operator of fitness clubs primarily in the Northeast and Mid-Atlantic regions of the United States, with brands that include New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs, and Philadelphia Sports Clubs. As of December 31, 2019, Town Sports operated 186 fitness clubs and served approximately 605,000 members.
Associated Materials ― Represented Associated Materials, a leading North American manufacturer and distributor of exterior building products, in its successful out-of-court comprehensive balance sheet recapitalization. Through the recapitalization transactions, Associated Materials converted more than 99% of its senior secured notes into substantially all of the common equity of a new parent company, and all of the company’s prior common and preferred equity were extinguished, with holders of the preferred equity receiving a portion of the common equity in the new parent company. In connection with the recapitalization transactions, the company amended and extended its ABL facility and also issued $250 million of new senior secured notes. The recapitalization transactions significantly de-levered the company’s balance sheet to around 2x adjusted EBITDA and expanded the company’s total liquidity.
Lakeland Tours, LLP ― Represented Lakeland Tours, LLP d/b/a WorldStrides (“WorldStrides”) and certain of its affiliates in their prepackaged Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. WorldStrides is a provider of educational travel experiences both domestically and abroad and filed for Chapter 11 to restructure more than $768 million of funded indebtedness after the worldwide shutdown of travel due to COVID-19 negatively impacted their businesses during their peak tour operating season.
Akorn, Inc. ― Represented Akorn, Inc. and certain subsidiaries (“Akorn”), a specialty generic pharmaceuticals company with approximately $861.7 million of funded indebtedness, in their Chapter 11 cases filed in the United States District Court for the District of Delaware.
Quorum Health Corporation ― Represented an ad hoc group of noteholders and DIP lenders of Quorum Health Corporation, a provider of hospital and outpatient healthcare services, in connection with Quorum’s prepackaged Chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. Quorum filed for Chapter 11 protection to implement a prepackaged plan of reorganization that eliminated approximately $575 million of Quorum’s nearly $1.4 billion in prepetition funded debt and provided it with at least $200 million, and up to $250 million, of fully committed new equity capital, funded by certain noteholder group members, upon emergence from Chapter 11.
Murray Energy Holdings Co. ― Represented Murray Energy Holdings Co. and certain of its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Ohio. Murray is the largest privately-owned coal company in the United States, headquartered in St. Clairsville, Ohio, and has operations primarily in Ohio, West Virginia, Kentucky, Alabama, Illinois, Utah, and Colombia, South America. Murray employs nearly 5,500 people, including approximately 2,400 active union members. Murray entered Chapter 11 with approximately $2.7 billion in prepetition funded debt and more than $8 billion in actual or potential pension and employee benefit obligations.
FloWorks International, LLC ― Represented FloWorks International, LLC, a specialty industrial distributor of pipe, valves, and fittings and related technical solutions to energy and industrial sectors, in its successful out-of-court recapitalization transaction supported by Clearlake Capital Group LP, TowerBrook Capital Partners LP, the company’s management team, and other stakeholders.
rue21, inc. ― Represented rue21, inc. and certain of its affiliates in their Chapter 11 restructuring of over $800 million in funded debt in the United States Bankruptcy Court for the Western District of Pennsylvania. rue21 is a fashion and specialty retailer that sells young adult casual apparel and accessories. rue21 operated approximately 1,200 stores across the 48 continental states upon filing for Chapter 11. rue21 emerged from bankruptcy with a $125 million asset-based revolving credit facility and a $50 million term loan exit facility.
Payless ShoeSource, Inc. ― Represented Payless ShoeSource, Inc. and certain of its affiliates in Chapter 11 cases pending in the United States Bankruptcy Court for the Eastern District of Missouri. Payless is the largest specialty family footwear retailer in the Western Hemisphere with nearly 4,400 stores across more than 30 countries. Payless is using Chapter 11 to exit unprofitable store locations and implement a pre-arranged restructuring plan supported by 2/3 of its lenders that will reduce its approximately $830 million in funded debt by nearly 50%. Payless has also filed for recognition of the U.S. Chapter 11 proceedings under Part IV of the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice.
Pacific Sunwear of California, Inc. ― Represented certain affiliates of Golden Gate Capital in their capacities as term loan lenders (“Golden Gate”) in connection with the Chapter 11 cases of Pacific Sunwear of California, Inc. and its debtor affiliates (“PacSun”). Golden Gate sponsored a plan of reorganization, pursuant to which it converted its roughly $88.1 million term loan claim against PacSun into 100 percent of PacSun’s equity and a new $30 million “first out” term loan. Golden Gate also infused $20 million of new money in the form of a new “last out” term loan. The plan paid key vendors in full and, unlike other struggling retailers, did not require large-scale store liquidations. PacSun, an apparel retailer focusing on teens and young adults, operates over 500 retail locations nationwide and features a mix of proprietary and branded merchandise related to action sports, fashion, art, and musical influences of the California lifestyle.
Caesars Entertainment Operating Co. Inc. ― Represented Caesars Entertainment Operating Co. Inc. (“CEOC”) in its Chapter 11 restructuring. CEOC, a majority owned subsidiary of Caesars Entertainment Corporation, provides casino entertainment services and owns, operates or manages 44 gaming and resort properties in 13 states of the United States and in five countries primarily under the Caesars, Harrah's and Horseshoe brand names. CEOC and its debtor subsidiaries had more than $18.4 billion in funded debt obligations as of the commencement of their Chapter 11 cases. In 2018, the Turnaround Management Association recognized the successful restructuring of Caesars Operating Entertainment Co. Inc. with its “Mega Company Turnaround of the Year Award.”
Sbarro Inc. ― Represented Sbarro Inc. and its affiliates in their second Chapter 11 cases in the Southern District of New York. Sbarro is the world’s premier owner, operator and franchisor of Italian quick service restaurants and the largest mall-focused restaurant concept in the world, with more than 5,000 employees and 1,000 restaurants in 42 countries.
OGX Petroleo e Gas ― Represented OGX Petroleo e Gas, an oil and gas company controlled by Eike Batista, as U.S. counsel in connection with its pending bankruptcy in Rio de Janeiro.
Physiotherapy ― Represented Physiotherapy, a leading provider of outpatient rehabilitation services and the largest provider of outpatient physical therapy services in the United States, in its prepackaged Chapter 11 cases. Physiotherapy’s prepackaged plan of reorganization reduced its total funded indebtedness by 62%, from $375 million to $144 million, and provided the company with long-term financing and access to incremental funding to support the company’s go-forward business needs.
Avis Budget Group, Inc. ― Represented Avis Budget Group in connection with the purchase of certain airport concession agreements from Simply Wheelz LLC d/b/a Advantage Rent-A-Car through a Chapter 11 sale process supervised by the United States Bankruptcy Court for the Southern District of Mississippi.
Revel AC, Inc. ― Represented Revel AC, Inc. and certain of its affiliates (“Revel”) in all aspects of its original prepackaged Chapter 11 reorganization proceedings before the United States Bankruptcy Court for the District of New Jersey. Kirkland assisted Revel in deleveraging its balance sheet by 82 percent, by converting approximately $1.2 billion of debt into equity, pursuant to a prepackaged plan of reorganization supported by a majority of Revel’s lenders. Kirkland also assisted Revel in obtaining $250 million in debtor-in-possession financing, and securing approximately $360 million in exit financing.
Metro Fuel Oil Corp. ― Represented Metro Fuel Oil Corp. and 9 of its affiliates in their Chapter 11 cases in the Eastern District of New York. Metro supplies and delivers bioheat, biodiesel, heating oil, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York Area. The company used Chapter 11 to complete a sale pursuant to Section 363 of the Bankruptcy Code.
Arcapita Bank Ad Hoc Committee ― Represented the interests of an ad hoc committee of debt holders under a Shariah compliant Murabaha facility in the Chapter 11 cases of Arcapita Bank. Worked constructively with the official committee of unsecured creditors to develop and implement a consensual Chapter 11 plan.
United Retail Group ― Represented United Retail Group, Inc. and its subsidiaries in their Chapter 11 cases. United Retail is a leading retailer of trend-right fashions for plus-size women under the Avenue brand. The company used Chapter 11 to exit unprofitable store locations and sell substantially all its assets to affiliates of Versa Capital pursuant to Section 363 of the Bankruptcy Code.
Vista Equity Partners ― Represented Vista Equity Partners in connection with its purchase of CDC Software in a court-supervised sale process in the United States Bankruptcy Court for the Northern District of Georgia. Vista acted as the “stalking-horse” purchaser in a sale conducted pursuant to Section 363 of the U.S. Bankruptcy Code and was approved by the Bankruptcy Court as the winning bidder in March 2012.
The Reader’s Digest Association, Inc. ― Represented The Reader’s Digest Association Inc. (RDA) and its affiliates, a global multi-brand media and direct marketing company with more than 130 million customers in 78 countries, in their 2010 pre-arranged Chapter 11 cases. In less than six months in bankruptcy, the company reduced its total debt by more than 75 percent, from more than $2.2 billion to $525 million and achieved several operational restructuring initiatives. RDA was the first company in five years to refinance its exit debt through a high yield bond offering, which was completed simultaneously with the Chapter 11 exit.
Tronox Incorporated ― Represented Tronox and its affiliates, a leading manufacturer and marketer of titanium dioxide pigment, electrolytics and specialty chemicals, in their complex Chapter 11 cases, where Tronox successfully restructured and resolved massive environmental liabilities through one of the largest environmental settlements in bankruptcy history.
Integra Telecom Inc. ― Represented Integra Telecom Inc., a facilities-based, integrated communications provider for business, in its balance sheet restructuring, which resulted in all of Integra's senior secured second lien operating company debt and unsecured parent company debt being converted into common equity and reduced Integra's total debt from almost $1.3 billion to approximately $600 million.
Pierre Foods, Inc. ― Represented Pierre Foods, Inc. and its affiliates, a leading manufacturer, marketer and distributor of high quality, differentiated food solutions, in their Chapter 11 cases.
Tecumseh Products Company ― Represented the company, a leading manufacturer of engines, compressors, and related products, in a series of out-of-court restructuring and sales transactions.
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. Nicole 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, insurance matters and claims reconciliations.
Footstar, Inc. ― Represented Footstar and thousands of its store corporations in a complicated multi-year restructuring, involving the immediate shut down of the Just-for-Feet store chain, the sale of the Footaction chain to Foot Locker for $300 million and the reorganization around the company’s Kmart shoe business. The company successfully emerged from bankruptcy following litigation with Kmart and paid all creditors in full with a significant recovery to stockholders.
Premium Papers ― Represented major creditor, equity holder and former owner of paper mill in connection with the Chapter 11 cases of the mill purchasers.