Ben Winger is a restructuring partner in Kirkland's Chicago office focusing on all aspects of corporate restructuring, bankruptcy and insolvency proceedings.
HighPoint Resources Corporation — Representing HighPoint Resources Corporation and its subsidiaries (NYSE: HPR) in their prepackaged Chapter 11 cases in Delaware. HighPoint is a leading exploration and production company with assets in the Denver-Julesburg Basin in Colorado. HighPoint obtained confirmation of its Chapter 11 plan within 4 days of the Petition Date. The Chapter 11 plan implements a merger with Bonanza Creek Energy, Inc. (NYSE: BCEI) while equitizing approximately $625 million of funded debt. Holders of general unsecured claims are unimpaired and existing equity will receive a recovery.
Mood Media Corporation — Representing Mood Media Corporation and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Mood Media obtained confirmation of its plan of reorganization in less than 24 hours on July 31, 2020 and emerged from Chapter 11 that same day. Mood Media provides services that aim to create connections between brands and consumers in stores through curated music and other visual and sensory solutions and currently has more than 500,000 subscriber stores in over 100 countries. Pursuant to the prepackaged Chapter 11 plan of reorganization, Mood Media deleveraged its balance sheet by more than $400 million.
Skyline Displays Buyer, Inc. — Represented leading event planning business that offers portable and custom modular exhibits and related services for face-to-face trade shows and events, in their out-of-court restructuring transactions, in response to the global pandemic. The successful restructuring extended the maturity of Skyline’s senior funded debt, raised new capital, cancelled junior debt, and provided significant covenant relief to allow the company to bridge to a recovery.
Bruin E&P Partners, LLC — Representing 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 will eliminate 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.
Lift Brands Inc. — Represented this global franchisor of fitness concepts with a portfolio of fitness-related businesses including Snap Fitness, 9Round, YogaFit, STEELE Fitness and Fitness On Demand, in an out-of-court restructuring transaction—in the face of the pandemic—that extended the maturity of Lift’s funded debt by two years, raised new equity capital and preserved the equity stake of the sponsor.
Bluestem Brands — Representing Bluestem Brands, Inc. and certain of its affiliates (“Bluestem”), a direct-to-consumer retailer that provides a wide array of merchandise through multiple channels under the Orchard and Northstar brand portfolios, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. Bluestem filed with over $460 million in funded indebtedness and a stalking horse purchase agreement that contemplates a going-concern transaction.
China Hospitals, Inc. — Representing Cayman Islands holding company and its foreign representative in Chapter 15 recognition proceeding.
Jack Cooper Ventures, Inc. — Represented stalking horse purchaser and DIP lender in Chapter 11 cases of Jack Cooper Ventures, Inc. and certain affiliates in the Northern District of Georgia. Jack Cooper is a leading provider of finished vehicle logistics in North America. The prearranged restructuring addressed approximately $575 million in prepetition secured debt, modified labor and pension obligations, and facilitated a going-concern 363 sale transaction allowing for substantially all employees to keep their jobs.
Alex and Ani, LLC — Represented Alex and Ani and its affiliates in their out-of-court restructuring. Alex and Ani designs, manufactures, and sells iconic, American-made jewelry. The transaction involved operational and financial initiatives, including amendments to the company’s credit facility and a new money investment. Existing equity retained control of the company.
Barneys New York, Inc. — Representing Barneys and its affiliates, the iconic luxury retailer and Manhattan staple, in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York.
Aegean Marine Petroleum Network Inc. — Represented Aegean Marine Petroleum Network Inc. and certain subsidiaries (“Aegean”), a leading international marine fuel logistics company with approximately $900 million of funded indebtedness, in their Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of New York. Aegean operates in more than 20 countries worldwide with headquarters in Athens, Greece and a corporate office in New York, New York. In connection with its restructuring, Aegean has reached agreements with certain key stakeholders to deleverage its balance sheet by more than $700 million and continue as a going concern.
NRG REMA LLC — Representing NRG REMA LLC and its direct subsidiaries in Chapter 11 cases filed in the Southern District of Texas that are 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 will consensually restructure three leveraged lease structures.
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.
Cobalt International Energy, Inc. — Representing Cobalt International Energy, Inc., and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas. Cobalt is an independent offshore exploration and production company with significant assets in the deepwater U.S. Gulf of Mexico and offshore West Africa with approximately $2.8 billion of funded indebtedness.
Seadrill Limited ― Represented Seadrill Limited and certain of its direct and indirect subsidiaries in their multi-jurisdictional restructuring of approximately $20 billion of contract and debt obligations. Seadrill is a leading global provider of offshore contract drilling services and employs nearly 4,000 individuals across 22 countries and five continents. Seadrill's pre-arranged Chapter 11 cases, one of the largest filings in 2017 based on asset size, resulted in the re-profiling of approximately $6 billion of secured debt, eliminated approximately $3.5 billion of unsecured bond and contractual obligations, and facilitated a capital investment of more than $1 billion. In the months preceding Chapter 11, Seadrill also consummated a series of ring-fencing transactions that successfully prevented its non-consolidated businesses from also having to commence Chapter 11 cases. Seadrill and its debtor subsidiaries confirmed their Chapter 11 plan with near universal consensus in approximately 7 months and emerged from Chapter 11 in less than 10 months.
GenOn Energy, Inc. ― Representing 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 will restructure approximately $2.5 billion in funded indebtedness.
Edcon Limited — Represented leading South African retailer and its foreign representative in Chapter 15 recognition proceeding.
Light Tower Rentals, Inc. — Represented the ad hoc committee of bondholders, composed of Clearlake Capital Group and Avenue Capital Management, in connection with the prepackaged Chapter 11 plan of reorganization of Light Tower Rentals, Inc. (LTR), which was completed in fewer than 40 days from filing and resulted in a 90 percent reduction of LTR’s debt. The Chapter 11 plan provided for a recapitalization of LTR, led by affiliates of Clearlake, in partnership with the company’s management team and other existing stakeholders. LTR is a diversified specialty oilfield surface equipment rental company focused on operations in the Permian basin, with yards in other leading U.S. shale basins including the Eagle Ford, Bakken and Marcellus.
Dex Media, Inc. — Represented Texas-based Dex Media, Inc., and its affiliates and subsidiaries, a leading international media and marketing company with approximately $2.5 billion of funded debt obligations, in their Chapter 11 cases currently pending in the District of Delaware.
Southcross Holdings LP — Represented Southcross Holdings LP and its subsidiaries (including Southcross Energy Partners, L.P., a master limited partnership), which provides gas gathering, compression, treating, processing and NGL fractionation and transportation services and had more than $1.4 billion in funded debt and preferred equity obligations. Southcross implemented the restructuring through a prepackaged Chapter 11 bankruptcy for the privately-held holding company ― the first sponsor-backed prepackaged bankruptcy in the oil and gas industry. This 15-day bankruptcy was one of the shortest Chapter 11 reorganization cases in U.S. history.
Quiksilver Inc. — Represented Oaktree Capital Management’s Global Principal group as plan sponsor and debtor-in-possession lender to Quiksilver Inc. in that company’s Chapter 11 reorganization.
EveryWare Global, Inc. — Represented EveryWare Global, Inc. and its affiliates, leading global marketers of tabletop and food preparation products for the consumer, foodservice, and specialty markets, in their prepackaged Chapter 11 restructuring involving approximately $300 million in funded debt. EveryWare was recognized by Turnaround & Workouts as one of the Most Successful Restructurings of 2015.
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.”
Source Home Entertainment, LLC — Represented Source Home Entertainment, LLC and certain of its affiliates in their Chapter 11 cases. Prior to filing for Chapter 11, the Source debtors were industry leaders in the manufacturing of front-end retail checkout displays and one of the leading wholesale distributors of books, periodicals, and other printed material in North America.
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.
GSE Environmental, Inc. — Represented GSE Environmental, Inc., the leading global manufacturer and marketer of geosynthetic lining solutions, in its prearranged Chapter 11 cases. Prior to filing, GSE reached agreement with its secured lenders on a financial restructuring plan that would equitize approximately $170 million in funded debt and provide additional capital for GSE on a going forward basis. GSE’s plan, which was confirmed less than 3 months after GSE filed its Chapter 11 cases, provided payment in full for the company’s trade vendors that agreed to return to market trade terms and provided a meaningful recovery to its remaining unsecured creditors.
Sorenson Communications, Inc. — Represented Sorenson Communications, Inc. and its affiliates, together the leading provider of telecommunications services and technology for hearing impaired individuals, in their Chapter 11 cases. Utilizing a “straddle” solicitation to confirm its plan of reorganization in 38 days, Sorenson successfully restructured approximately $1.3 billion of funded indebtedness, paid all general unsecured claims in full, and returned value to existing equity holders.
Syncora Holdings Ltd. — Represented Syncora Holdings Ltd. and certain of its subsidiaries in connection with the City of Detroit’s Chapter 9 case, the largest-ever municipal bankruptcy case. Syncora, through its subsidiaries, insures or holds a substantial amount of the City of Detroit’s municipal finance debt obligations. The City of Detroit has reported more than $18 billion in liabilities, approximately $9 billion of which relate to municipal finance debt obligations.
Edison Mission Energy ― Represented Edison Mission Energy (EME) in its highly successful Chapter 11 case in Chicago before the United States Bankruptcy Court for the Northern District of Illinois, culminating in the restructuring of approximately $5 billion in senior unsecured notes and other debt obligations. Through its Chapter 11 plan, EME sold substantially all of its assets and interests in both debtor and non-debtor subsidiaries to NRG Energy, Inc. for a total purchase price of $2.635 billion, as well as the assumption by NRG of significant prepetition liabilities. In addition, and after more than a year-long investigation, the Chapter 11 plan incorporated a global settlement of all claims and disputes with EME’s parent company, Edison International, resulting in approximately $1 billion in additional value for EME’s estates. EME, through its subsidiaries, owned or leased and operated a portfolio of more than 40 electric generating facilities powered by coal, natural gas, wind and biomass, as well as an energy marketing and trading operation.
Dex One Corporation — Represented Dex One Corporation, a leading provider of yellow-page and digital directories and marketing services, in its prepackaged Chapter 11 merger of equals with SuperMedia Inc. Dex One and SuperMedia, both publicly traded companies, filed separate but parallel prepackaged Chapter 11 cases to consummate their stock-for-stock merger, amend or reinstate over $3.3 billion of funded debt obligations of the two companies, and maintain shareholder equity value in the combined enterprise. Holders of general unsecured claims received full payment under the plans. The combined company is known as Dex Media, Inc. Kirkland's work for Dex One was honored by the Turnaround Management Association as the "2013 Transaction of the Year - Mega Company."
AMF Bowling — Represented AMF Bowling, the world's largest owner and operator of bowling centers and a leader in the bowling industry, in connection with its Chapter 11 case in Richmond, Virginia. As part of its highly successful and fully consensual Chapter 11 plan of reorganization that raised $310 million in new financing, AMF Bowling merged with Bowlmor on July 1, 2013, becoming the largest operator of bowling centers in the world with 7,500 employees, 272 bowling centers and combined annual revenue of approximately $450 million.
Quinlivan & Hughes, P.A.
Admissions & Qualifications
- University of Minnesota Law SchoolJ.D.magna cum laude2010
- Georgetown UniversityB.A., Governmentcum laude2005