Steven N. Serajeddini, P.C.

Representative Company Matters

• 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. 
• Belk, Inc.: Represented Belk, Inc. and certain of its affiliates in the fastest-ever in-court restructuring transaction. Belk emerged from Chapter 11 on February 24, 2021, just 21 hours after filing for Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas. Belk, headquartered in Charlotte, North Carolina, is the nation’s largest private department store chain with 291 stores located throughout the southeastern United States. Pursuant to the prepackaged Chapter 11 plan of reorganization, Belk will keep all of its store locations open and pay all suppliers, landlords, and its 17,000 employees in full. As a result of the restructuring, Belk received $225 million of new capital and reduced its debt load by approximately $450 million. 
• Gulfport Energy Corporation: Representing Gulfport Energy Corporation and its wholly-owned subsidiaries in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of Texas. Gulfport is an independent returns-oriented, gas-weighted exploration and development company and one of the largest producers of natural gas in the contiguous United States, with significant acreage positions in Ohio and Oklahoma. Gulfport entered Chapter 11 with a restructuring support agreement signed by prepetition revolving credit facility lenders holding over 95% of its revolving debt obligations and noteholders holding over 70% of its senior unsecured notes, The restructuring support agreement proposes eliminating approximately $1.25 billion in funded debt obligations, provides for a $262.5 million DIP facility and $580 million in committed exit financing, and contemplates a backstopped rights offering for at least $50 million of preferred equity.
• 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. 
• Le Tote, Inc.: Representing Le Tote, Inc., Lord & Taylor LLC, and their affiliates in their Chapter 11 cases filed in the U.S. Bankruptcy Court for the Eastern District of Virginia. Le Tote, an eight-year-old venture-backed fashion rental subscription service, acquired the 193-year-old department store chain Lord + Taylor from Hudson’s Bay Company in late 2019. The effect of the COVID-19 pandemic, combined with the secular decline in traditional retail, significantly constrained the Company’s liquidity. The Company will use the Chapter 11 process to pursue value-maximizing transactions for both the Le Tote and Lord + Taylor businesses.
• Ascena Retail Group, Inc.: Represented Ascena Retail Group, Inc. and its affiliates in their prearranged chapter 11 cases in the U.S. Bankruptcy Court of the Eastern District of Virginia. At the time of its filing, Ascena was a leading specialty retailer for women and girls fora collective of seven brands, including Ann Taylor, LOFT, Lou & Grey, Lane Bryant, Cacique, Catherines, and Justice, and over 2,800 stores, approximately 37,000 employees, and $1.6 billion in funded debt. Ascena entered chapter 11 with a restructuring support agreement designed to preserve its going concern business and allowed it to engage in a marketing process that resulted in a sale of Catherines’ assets for $40.8 million, Justice assets for $71 million, and the Lane Bryant and Premium Brands’ assets, including Ann Taylor, LOFT, and Lou & Grey, for $540 million. Ascena ultimately confirmed its chapter 11 plan with the support of its term lenders and general unsecured creditors.
• Bruin E&P Partners, LLC: Represented Bruin E&P Partners, LLC and its subsidiaries in connection with their prepackaged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. Bruin is an exploration and production company headquartered in Houston, Texas, with assets in the Williston Basin in North Dakota. Through their prepackaged Chapter 11 cases, Bruin eliminated over $840 million in funded debt obligations. Bruin filed its cases with a restructuring support agreement signed by 100% of its prepetition revolving lenders and over 67% of its senior noteholders that included a $230 million DIP commitment and an exit revolver with $230 million in aggregate commitments.
• Sheridan Holding Company I, LLC: Represented Sheridan Holding Company I, LLC and certain affiliates in the first one-day Chapter 11 case in Texas history in the U.S. Bankruptcy Court for the Southern District of Texas. Due to the coronavirus pandemic, Sheridan I obtained confirmation of its prepackaged Chapter 11 plan of reorganization by video conference on March 24, 2020, one day after Sheridan I filed for Chapter 11. Headquartered in Houston, Texas, Sheridan I is the first of three series of Sheridan oil and natural gas investment funds. Sheridan I’s prepackaged equitization restructuring eliminated approximately $470 million of funded debt and left general unsecured creditors unimpaired.
• Sheridan Holding Company II, LLC: Represented Sheridan Holding Company II, LLC, and certain affiliates in their prepackaged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of Texas. Sheridan II is the second of three series of Sheridan oil and natural gas investment funds. Sheridan II’s prepackaged restructuring addressed over $1.1 billion of funded debt obligations through an equitization which had near universal creditor support and left general unsecured creditors unimpaired.
• Specialty Retail Shops Holding Corp.: Represented Specialty Retail Shops Holding Corp. and its subsidiaries (“Shopko”), a retailer of general merchandise, including clothing, accessories, electronics, home furnishings, as well as company-operated pharmacy and optical-services departments, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Nebraska. At the time of its Chapter 11 filing, Shopko operated more than 360 stores in over 25 states. Shopko’s Chapter 11 cases are the largest ever filed in Nebraska.
• NRG REMA LLC: Represented NRG REMA LLC and its direct subsidiaries in Chapter 11 cases filed in the Southern District of Texas that were jointly administered with the GenOn Chapter 11 cases. REMA is a wholesale power generation company headquartered in Dallas, Texas that owns or operates 15 power plants throughout Pennsylvania and New Jersey. The REMA cases were filed with a prepackaged plan of reorganization that consensually restructured three leveraged lease structures.
• Philadelphia Energy Solutions — Represented PES Holdings, LLC in its prepackaged Chapter 11 restructuring in the United States Bankruptcy Court for the District of Delaware. Headquartered in Philadelphia, PES owned and operated the largest oil refining complex on the U.S. Eastern seaboard. The refining complex, which spans 1,300 acres and has capacity to refine 335,000 barrels of crude oil per day, was in continuous operation since the 1860s. PES’s prepackaged plan of reorganization carried universal stakeholder support and commitments for over $260 million of new capital, and provided PES with substantially reduced debt service obligations upon emergence. PES obtained confirmation of its plan in March 2018.
• GenOn Energy, Inc.: Represented GenOn Energy, Inc. and certain of its affiliates in connection with their prearranged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. GenOn is a wholesale power generation company headquartered in Princeton, New Jersey, with a focus on operations in the Mid-Atlantic region of the United States—primarily operating in Pennsylvania and Maryland—and in California. Through the Chapter 11 cases, GenOn restructured approximately $2.5 billion in funded indebtedness.
• The Gymboree Corporation: Represented The Gymboree Corporation and certain of its affiliates in connection with their prearranged Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Gymboree is one of the largest children’s apparel specialty retailers in North America, with widely recognized brands — Gymboree, Janie and Jack, and Crazy 8 — and approximately 1,300 stores worldwide. Gymboree filed a Chapter 11 plan to restructure over $1.1 billion of indebtedness.
• SandRidge Energy, Inc.: Represented SandRidge Energy, Inc., an oil and natural gas company headquartered in Oklahoma City, Oklahoma, in its prearranged Chapter 11 cases. SandRidge obtained confirmation of its prearranged Chapter 11 plan in 117 days. The plan equitized and canceled all of SandRidge’s approximately $4.1 billion of funded debt and $525 million of preferred stock, provided for a $425 million reserve-based revolving credit facility with a two-year covenant holiday, and received acceptances from 98 percent of voting creditors.
• Energy Future Holdings Corp.: Represented Energy Future Holdings Corp. and 70 of its affiliates (collectively, “EFH”) in their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. EFH--the largest generator, distributor, and certified retail provider of electricity in Texas--is the product of the largest buyout in history. With over $49 billion in liabilities and $36 billion in assets, EFH’s Chapter 11 case is the largest operating Chapter 11 case ever filed in Delaware and the seventh largest Chapter 11 case filed in history.
• MS Resorts: Represented MSR Resort Golf Course LLC and 29 affiliated entities (“MS Resorts”) in all aspects of their Chapter 11 reorganization. MS Resorts invested in, owned, and operated five iconic luxury resort properties, including: the Grand Wailea Resort Hotel & Spa in Hawaii; the La Quinta Resort & Club and PGA West in California; the Arizona Biltmore Resort & Spa in Arizona; the Doral Golf Resort & Spa in Florida; and the Claremont Hotel Club & Spa in California. MS Resorts reported approximately $2.2 billion in consolidated assets and $1.9 billion in consolidated liabilities, over five tranches of CMBS and mezzanine debt.
• United Retail Group: Represented United Retail Group, Inc. and its subsidiaries in their Chapter 11 cases. United Retail is a leading retailer for plus-size women under the Avenue brand. It operates over 400 retail stores and online. The company used Chapter 11 to exit unprofitable store locations and sell its assets to affiliates of Versa Capital pursuant to Section 363 of the Bankruptcy Code.
• Local Insight Media Holdings, Inc.: Represented Local Insight Media Holdings, Inc., and certain of its subsidiaries, the fifth largest directory publisher and local search provider in the U.S, in its restructuring. Local Insight serves more than 340,000 businesses across 42 states, Puerto Rico, and the Dominican Republic, with annual revenue of more than $700 million.
• Innkeepers USA Trust: Represented Innkeepers USA Trust, the owner and operator of an extensive portfolio of extended-stay and select-service hotels, in its Chapter 11 reorganization. Located in 19 states and Washington, D.C., Innkeepers USA Trust operates 72 hotel properties under premium brands, including Marriott, Hyatt, Hilton, and others. Through the Chapter 11 cases, Innkeepers USA Trust is seeking to restructure approximately $1.4 billion in debt obligations, as well as to complete certain important capital investments to their hotel properties.
• Caribe Media, Inc.: Represented the largest yellow and white pages publisher in Puerto Rico and the Dominican Republic in the United States Bankruptcy Court for the District of Delaware.

Representative Creditor, Sponsor, and Investor Matters

• Talen Energy Supply, LLC: Representing an ad hoc group of unsecured noteholders (the “Ad Hoc Group”) in the Chapter 11 cases of Talen Energy Supply, LLC and its affiliated debtors (“Talen”) in the United States Bankruptcy Court for the Southern District of Texas. Talen is one of the largest competitive power generation companies in North America, with a generation portfolio consisting of 18 facilities that are collectively capable of producing approximately 13,000 megawatts of power. Talen filed for Chapter 11 relief on May 9 to restructure its approximately $4.5 billion of funded debt obligations by way of a new money capitalization generated by an up to $1.65 billion new money capitalization generated by an equity rights offering backstopped by the Ad Hoc Group. 
• I Squared Capital Advisors (US) LLC (“I Squared”): Representing I Squared in connection with its $2.13 billion purchase of the infrastructure business of GTT Communications, Inc. and its affiliates (“GTT”), and GTT’s subsequent prepackaged Chapter 11 cases. I Squared entered into a restructuring support agreement with GTT and its creditor groups to consummate the infrastructure business sale, with distribution of proceeds and prepackaged Chapter 11 cases to restructure GTT’s balance sheet. 
• ECR Corporate Holdings L.P.: Represented ECR Corporate Holdings L.P. (“ECR”) and its affiliates in connection with the Chapter 11 proceeding of California Resources Corporation and its affiliates (collectively, “CRC”). ECR and CRC are partners in the Elk Hills joint venture, which processes natural gas and produces power for CRC’s operations, and they entered into a restructuring support agreement and settlement agreement.
• 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.
• Transworld Systems Inc.: Represented an ad hoc committee of second lien bondholders in connection with Transworld Systems Inc.’s out-of-court restructuring of more than $500 million of funded debt obligations. Transworld is a national provider of accounts receivable management, debt collection, and loan servicing solutions. The restructuring was implemented as a simultaneous exchange offer, rights offering, and prepackaged plan solicitation, and ultimately obtained the support of 99% of second lien bondholders, reduced Transworld’s debt by more than $460 million, and raised $40 million of new equity capital.
• Northern Oil & Gas, Inc.: Representation of an ad hoc committee of unsecured noteholders in an out-of-court exchange transaction. Northern Oil & Gas is a leading non-operating oil and gas exploration and production company with assets located in Bakken and Three Forks plays in the Williston Basin of North Dakota and Montana. The exchange transaction addressed nearly $500 million in unsecured bond obligations through a conversion to new second lien secured notes and common equity.
• Breitburn Energy Partners LP: Represented an ad hoc second lien committee in the Chapter 11 cases of Breitburn Energy Partners LP, an independent oil and gas master limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties in the United States.
• Bonanza Creek Energy, Inc.: Representation of an ad hoc committee of unsecured noteholders in the prepackaged Chapter 11 cases of Bonanza Creek Energy, Inc. in the United States Bankruptcy Court for the District of Delaware. Bonanza Creek is an independent oil and gas exploration and production company with assets located primarily in Colorado and Arkansas. Bonanza Creek’s prepackaged restructuring will address its more than $1 billion in funded-debt obligations, including more than $800 million in unsecured note obligations.
• RAAM Global Energy Company: Represented Highbridge Principal Strategies, LLC as senior secured lender in the Chapter 11 cases of RAAM Global Energy Company (“RAAM”) in the United States Bankruptcy Court for the Southern District of Texas. RAAM is an independent oil and natural gas exploration and production company with producing assets located offshore in the Gulf of Mexico and onshore in Louisiana, Texas, Oklahoma, and California. RAAM’s Chapter 11 restructuring will address its over $300 million in funded debt obligations and other liabilities.
• Globecomm Systems: Represented HPS Investment Partners, LLC, as agent for the senior secured term loan in the out-of-court restructuring of Globecomm Systems, Inc., a global connectivity provider.
• Unitek Global Services: Represented Apollo Investment Corporation as prepetition ABL lender, DIP lender, and exit lender in the prepackaged Chapter 11 cases of UniTek Global Services in the United States Bankruptcy Court for the District of Delaware.
• KV Pharmaceutical: Represented Centerbridge Partners, L.P. as former lender and equity holder in connection with the Chapter 11 cases of KV Pharmaceutical.
• Endemol B.V.: Represented Centerbridge Partners, L.P. in out-of-court loan restructuring transaction for Endemol B.V.
• CHL Ltd.: Represented Bain Capital in prepackaged Chapter 11 reorganization.
• Numerous other engagements for investors as potential capital providers or buyers of distressed companies.