Jonathan S. Henes, P.C.

Chapter 11 Cases/Out-of-Court Restructurings

• J.Jill in its out of court financial restructuring transaction. J. Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product with more than 280 stores nationwide and a robust e-commerce platform. 
• Jason Industries, Inc. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Jason is a publicly-traded global industrial manufacturing company that provides mission critical components and manufacturing solutions—including brushes, polishing buffs, compounds, and seating products—to customers across a wide range of end markets, industries, and geographies. On June 24, 2020, Jason solicited and filed its prepackaged Chapter 11 cases with the support of over 87% of its first lien lenders under a restructuring support agreement. If approved, the prepackaged plan will deleverage Jason’s balance sheet by approximately $250 million and leave general unsecured claims unimpaired.
• APC Automotive Technologies Intermediate Holdings, LLC and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. APC is a leading supplier of undercar replacement parts in the automotive aftermarket and the only true full-line underbody supplier for brake, chassis, and exhaust replacement parts. Following entry into a restructuring support agreement with its key stakeholders, APC commenced its Chapter 11 cases with a prepackaged plan of reorganization that will reduce its more than $430 million in indebtedness by $290 million by exchanging its term loan debt for equity.
• Covia Holdings Corporation and certain of its affiliates in connection with Covia’s prearranged Chapter 11 bankruptcy cases pending in the U.S. Bankruptcy Court for the Southern District of Texas. Covia provides diversified mineral-based and material solutions for global energy and industrial markets. As of its Chapter 11 filing, Covia’s funded debt totaled approximately $1.6 billion, including approximately $1.56 billion in secured term loan indebtedness. Prior to filing for Chapter 11 protection, Covia entered into a restructuring support agreement (RSA) with an ad hoc term lender group that collectively holds a majority of Covia’s term loan indebtedness that lays the groundwork for a comprehensive financial and operational restructuring of Covia that will reduce its go-forward leverage and fixed costs by more than $1 billion through a partial equitization of Covia’s prepetition term loan indebtedness and a strategic rationalization of its railcar fleet and distribution terminal network.
• 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, in 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.
• Deluxe Entertainment Services Group Inc. and certain of its affiliates in their prepackaged Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Deluxe is a leading content creation-to-distribution company that provides digital media services to Hollywood studios, independent filmmakers, television networks, online content producers, and brands. The Deluxe Chapter 11 cases were filed with a prepackaged plan of reorganization that will consensually reorganize Deluxe by exchanging its secured debt for equity in the reorganized company.
• One Call Corporation, a leader in ancillary services for the workers’ compensation industry, in a successful out-of-court recapitalization that reduced One Call’s debt through a consensual equitization of nearly $1 billion of junior debt, reduced its annual interest expense by approximately $90 million, and eliminated all near-term maturities. The restructuring was facilitated by a $375 million investment led by existing lenders KKR and GSO Capital Partners.
• FullBeauty Brands Holdings Corp. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of New York. FullBeauty is an online plus-size apparel retailer that had $1.27 billion in funded debt at the commencement of filing. This was the first Chapter 11 case in history to obtain confirmation of a prepackaged Chapter 11 plan in less than 24 hours on February 4, 2019. FullBeauty emerged shortly thereafter on February 7, 2019.
• Cenveo, Inc. and its domestic subsidiaries in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. Cenveo, Inc. is a leading global provider of print and related resources headquartered in Stamford, Connecticut with a worldwide distribution platform. Cenveo commenced its Chapter 11 restructuring in connection with its entry into a Restructuring Support Agreement with noteholders representing over 50% of its first lien debt and related agreements with certain of its prepetition secured creditors to provide up to $290 million in debtor-in-possession financing. These agreements permitted Cenveo to expeditiously complete its reorganization.
• Armstrong Energy, Inc. and certain of its affiliates, producers and marketers of thermal coal in the Illinois Basin, in their Chapter 11 proceedings before the U.S. Bankruptcy Court for the Eastern District of Missouri. At the time the cases were filed, Armstrong had funded debt of approximately $200 million of senior secured notes. Armstrong and its affiliates commenced their Chapter 11 cases with a restructuring support agreement and Chapter 11 plan that had the support of a substantial portion of their secured noteholders, primary mineral rights provider and equity sponsor, as well as a contemplated investor for purposes of consummating the plan.
• rue21, inc. and certain of its affiliates in their Chapter 11 restructuring of over $800 million in funded debt in the U.S. 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.
• Answers Holdings, Inc. and certain of its subsidiaries in their prepackaged Chapter 11 cases. Answers is a leading global provider of high-quality internet content and cloud-based customer solutions, and operates as three principal business divisions: Multiply, ForeSee and Webcollage. The Chapter 11 cases delevered the company by $471.4 million, representing over 86% of its funded debt obligations. As a result of forging consensus with approximately 90% of its creditors prior to the Chapter 11 cases, Answers’ Chapter 11 plan received unanimous support from its voting creditors and was confirmed in only 32 days.
• Avaya Inc., and certain of its affiliates in their Chapter 11 cases. Avaya is a leading multinational technology company that specializes in telephony, wireless data communications, customer relationship management software and networking. Avaya and its debtor-affiliates had more than $6 billion in funded debt obligations as of the commencement of their Chapter 11 cases, with annual revenues in excess of $3 billion. In 2018, the Turnaround Management Association recognized the successful restructuring of Avaya Inc. with its “Mega Company Transaction of the Year Award.”
• Sabine Oil & Gas Corporation, a Texas-based independent oil and gas exploration and production company with approximately $2.6 billion in outstanding funded debt obligations, in their Chapter 11 cases in the Southern District of New York. After more than a year of litigation (in the context of multiple motions for derivative standing and confirmation of Sabine’s Chapter 11 plan) Sabine confirmed a plan of reorganization that significantly reduced its funded debt obligations and secured the financial commitments necessary to fund the restructuring and go-forward business needs. In addition, Sabine successfully obtained the bankruptcy court approval needed to reject certain onerous midstream gas gathering agreements and better position the business for post-emergence success. In 2017, the Turnaround Management Association recognized the successful restructuring of Sabine Oil & Gas Corporation with its “Large Company Transaction of the Year Award.”
• Hess Corporation and its affiliate, Hess Oil Virgin Islands Corp. (“HOVIC”), in connection with the successful Chapter 11 liquidation and Section 363 sale of substantially all of the oil terminal and storage and refinery assets of HOVIC’s 50/50 joint venture, HOVENSA L.L.C., once the owner of one of the 10 largest oil refineries in the world. HOVENSA’s complex liquidation addressed claims of over $1.8 billion, established an environmental response trust to address ongoing remediation, and involved several multilateral settlement agreements among Hess, HOVIC, HOVENSA, PDVSA-V.I. (the other 50/50 joint venture owner of HOVENSA), the Government of the Virgin Islands, which, in part, resolved claims asserted by the Government of the Virgin Islands against Hess for over $1.5 billion in alleged damages resulting from the operation of the HOVENSA refinery.
• UMB Bank in its capacity as trustee in connection with the out-of-court restructuring of approximately $127 million in bonds issued by Thomas Jefferson School of Law, an ABA accredited law school located in San Diego, California, and secured by a state-of-the-art campus building, which has won several architectural and technical awards as well as U.S. Green Building Council LEED Gold certification. The restructuring, which was supported by nearly 90% of the bondholders, was effectuated out-of-court through a deed-in-lieu transaction, whereby the bondholders acquired the building via a newly formed corporate entity, which then leased the building back to the school. This out-of-court transaction structure maximized bondholder recoveries, eliminated nearly $87 million in debt and enabled the school to maintain eligibility for critical Department of Education Title IV student loan funding, which preserved value for stakeholders. 
• Physiotherapy Associates, a leading provider of outpatient physical therapy services, in connection with its restructuring efforts. Physiotherapy is the largest pure-play providers of outpatient physical therapy services in the United States with a national footprint of 581 outpatient rehabilitation and orthotics and prosthetics clinics located in 29 states plus the District of Columbia. Physiotherapy commenced prepackaged Chapter 11 cases to implement a fully consensual Chapter 11 plan that will reduce the company's total funded debt by 62%, from $375 million to $144 million.
• Cengage Learning, Inc., a leading educational content, software and services company for worldwide academic, professional and library markets, in its prearranged Chapter 11 case. Cengage sought to restructure its balance sheet and significantly reduce its approximately $5.8 billion of outstanding debt to better position itself for long-term growth and profitability. To this end, prior to its Chapter 11 filing, Cengage entered into a restructuring support agreement with an ad hoc committee of first lien lenders holding approximately $2 billion of the company’s first lien debt, whereby the lenders committed to support a restructuring transaction that eliminated more than $4 billion in debt from Cengage’s balance sheet.
• Global Aviation Holdings Inc. and its domestic affiliates in all aspects of its complex Chapter 11 reorganization proceedings before the U.S. Bankruptcy Court for the Eastern District of New York. Global Aviation, through its subsidiaries World Airways and North American Airlines, is the largest commercial provider of airlift transport services for the U.S. military. Global Aviation also provides commercial cargo and passenger charter services, most notably for the presidential campaigns of President George W. Bush, Secretary of State Hillary Clinton and President Barack Obama. Kirkland assisted Global Aviation in deleveraging its balance sheet with more than $350 million in debt, optimizing and rationalizing its aircraft fleet of approximately 30 airplanes and renegotiating competitive labor contracts with its unionized employees.
• 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.
• 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, which successfully restructured more than $2.4 billion in indebtedness.
• Network Communications, Inc. (“NCI”), a leading local media company providing lead generation, advertising and Internet marketing services to the housing industry with leading brands such as Apartment Finder, The Real Estate Book, DigitalSherpa, Unique Homes, New England Home and Atlanta Homes & Lifestyles in more than 500 local markets around the United States, in connection with an out-of-court restructuring of approximately $300 million in outstanding indebtedness. With the help of a multi-disciplinary Kirkland team (including restructuring, debt finance, tax, securities and executive compensation lawyers), NCI successfully completed an out-of-court restructuring that reduced NCI’s total debt from $300 million to $115 million — with unanimous support from each of NCI’s major stakeholders — through a simultaneous securities exchange offer and prepackaged plan solicitation.
• Stallion Oilfield Services Ltd. and its affiliates in their restructuring of more than $850 million in indebtedness through a pre‑arranged Chapter 11 restructuring. Stallion’s Everything but the RigSM service offerings include a broad and comprehensive range of critical services to support oil and natural gas wellsite operations.
• Contech Construction Products, Inc., in connection with an out-of-court restructuring of approximately $770 million in funded indebtedness. Headquartered in West Chester, Ohio, Contech is a diversified civil engineering site solutions company that provides bridge, drainage, erosion control, retaining wall, sanitary, soil stabilization and stormwater solutions on a national scale. With the help of an integrated, multidisciplinary Kirkland team (including attorneys from our restructuring, debt finance, corporate and tax departments), Contech successfully completed a comprehensive balance sheet restructuring, amending the terms of the company’s $450 million senior secured term loan, amending and extending the terms of the company’s $100 million senior secured revolving credit facility, eliminating $221 million in unsecured indebtedness in a debt for equity exchange and providing existing equity with a 15 percent ownership stake in the reorganized company.
• Integra Telecom Inc., a facilities-based, integrated communications provider for business, in its balance sheet restructuring, which converted all of Integra’s senior secured second lien operating company debt and unsecured parent company debt into common equity and reduced Integra’s debt from almost $1.3 billion to approximately $600 million.
• ION Media Networks Inc., the owner and operator of the nation’s largest broadcast television station group and ION Television, which reaches more than 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, and 116 of its affiliates in their Chapter 11 cases in the Southern District of New York. Under the prepackaged deal with its creditors, Ion eliminated over $2.7 billion in legacy indebtedness and preferred stock claims, emerging debt-free with $150 million in equity growth funding.
• Masonite Corporation and its affiliates, one of the largest manufacturers of interior doors and entry door systems in the world, with 8,500 employees and annual revenue of approximately $1.8 billion, in their pre-negotiated Chapter 11 cases, which lasted less than three months and enabled Masonite to eliminate more than $2.2 billion of debt. Masonite operates in 70 locations throughout North America, South America, Europe and Asia.
• Tronox Inc. and their affiliates, a leading manufacturer and marketer of titanium dioxide pigment, electrolytics and specialty chemicals, in their Chapter 11 cases.
• Pierre Foods, Inc. and their affiliates, a leading manufacturer, marketer and distributor of high-quality, differentiated food solutions, in their Chapter 11 cases, which lasted less than five months.
• Wellman, Inc. and 11 affiliated entities, a leading U.S. manufacturer of plastic polymers and fibers for more than 50 years, in its Chapter 11 cases.
• Solutia, Inc. and their affiliates in their Chapter 11 cases involving more than $3 billion of funded debt and other obligations and complex legacy spinoff liability issues, including mass tort, environmental, retiree, pension and indemnification issues.
• Cornerstone Propane Partners LLP and their affiliates, one of the largest retail propane marketers in the United States, in their Chapter 11 cases, which involved the restructuring of more than $550 million of indebtedness and complex public partnership issues.
• Allegiance Telecom, Inc. and their affiliates, a competitive local exchange carrier, in their Chapter 11 cases involving more than $1.4 billion of debt and a sale of substantially all of their assets to XO Communications, Inc. through a plan of reorganization.
• Westchester Medical Center, an academic medical center serving 3.5 million people in the seven-county Hudson Valley region, southern Connecticut and northern New Jersey, in its financial restructuring efforts, including strategic advice to the board of directors regarding its negotiations with Westchester County and the State of New York.
• Newcor, Inc. and its subsidiaries, manufacturers of precision machined and molded rubbers and plastic products, as well as custom machines and manufacturing systems, in their Chapter 11 cases. Specifically, Newcor successfully completed a substantial deleveraging of its balance sheet through a consensual Chapter 11 plan.
• Quality Stores, Inc. and their affiliates, a large chain of farm and home supply stores doing business as Farm & Fleet and Central Tractor Stores, in the largest Chapter 11 case ever filed in the Western District of Michigan, which included the sale of substantially all of its stores.
• American Commercial Lines, the country’s largest inland waterway marine transportation and service company in connection with its successful out-of-court restructuring of approximately $700 million of senior, secured bank debt and publicly held bonds, and effectuated an exchange offer under section 3(a)(9) of the Securities Act.
• United Companies Financial Corp., a sub-prime mortgage lender, in its Chapter 11 cases.
• Bruno’s, Inc., an operator of a chain of approximately 200 supermarkets throughout the Southeastern United States, in its successful restructuring of more than $1 billion in debt through Chapter 11.
• Best Products, Inc., a national retail showroom chain, in the sale of substantially all of its assets to a consortium of liquidators and the confirmation of its Chapter 11 plan.

Distressed Investors/Distressed Purchasers/Creditor Representations

• Silver Lake in a complex restructuring to recapitalize more than $2.5 billion of debt of AMC Entertainment, the world’s largest movie theater chain.
• Arcapita/Ad Hoc Committee of Bondholders in connection with Arcapita's Chapter 11 cases.
• 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.
• TerreStar Networks/Ad Hoc Committee of Noteholders in connection with TerreStar’s Chapter 11 cases.
• Metalmark in its acquisition of Crusader Energy Group.
• Oaktree Capital and Irving Place Capital in their acquisition of substantially all of the assets of Chesapeake Corporation, in its Chapter 11 cases.
• KPS Capital Partners in its acquisition of certain assets of Waterford Wedgwood Plc.
• Bain Capital in the Chapter 11 cases of WorldCom, Inc. and its subsidiaries.
• Briggs & Stratton, Inc., in its acquisition of substantially all of the assets of Murray, Inc.
• Topspin Partners in its acquisition of Tiffen Company.
• American Commercial Strategies in the recapitalization and buyout of New Piper.
• Tanner & Haley/Ad Hoc Committee of Legendary Retreat Members in the Chapter 11 cases of Tanner & Haley and its affiliates.
• AT&T Latin America/Statutory Committee of Unsecured Creditors in the Chapter 11 cases of AT&T Latin America and certain of its subsidiaries.
• Prudential Healthcare in the Chapter 11 case of FPA Medical Management, Inc., a physician practice management company.

Corporate Transaction/Board Representation

• Rotech Healthcare Inc. in its successful refinancing of its senior secured credit facility.
• The Independent Board Members of Portrait Corporation of America in its restructuring efforts and Chapter 11 cases.
• General Motors Corp. in its proposed sale of 51% of GMAC to a consortium of private equity funds led by Cerberus.

Trustees

• Harvey R. Miller, Esq., as Trustee, in the liquidation of Stratton Oakmont, Inc., a broker-dealer, under the Securities Investor Protection Act of 1970.

Sports Transactions & Representations

• Pacific Coast League, one of the two triple-A minor league baseball leagues, in connection with the sale of one of its baseball franchises.
• Kramer Capital Partners, in connection with the purchase of the Bridgeport Bluefish of the Atlantic League of Professional Baseball.