Spencer A. Winters

Carvana Co. — Representing Carvana Co. (“Carvana”), 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.

Aearo Technologies LLC — Representing Aearo Technologies LLC and its debtor affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Indiana. Aearo Technologies is a market leader in the energy control space, providing custom noise, vibration, thermal, and shock protection solutions to the aerospace, commercial vehicle, heavy equipment, and electronics industries. Aearo Technologies and its non-Debtor parent 3M are defendants in the largest multi-district litigation in history, with over 230,000 personal injury claims filed related to certain historical Aearo products.

Seadrill New Finance Limited — Represented Seadrill New Finance Limited and 11 of its affiliates (together, the “NSNCo Group”), the fourth group of Seadrill Limited entities to undergo a restructuring, in their one-day prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. The NSNCo Group utilized Chapter 11 to implement an amend-and-extend of approximately $622 million in senior secured notes and transfer majority ownership of NSNCo from the wider Seadrill Limited group to Seadrill’s secured noteholders. The NSNCo Group’s reorganization plan was confirmed within one day of the filing of the Chapter 11 cases.

Seadrill Limited (Second Restructuring) — Represented Seadrill Limited and certain of its direct and indirect subsidiaries in their multi-jurisdictional restructuring of approximately $6.1 billion of funded debt. Seadrill is a leading global provider of offshore contract drilling services and employs nearly 3,100 individuals across 15 countries and five continents. Seadrill's Chapter 11 cases, one of the largest filings of 2021, equitized approximately $4.9 billion of secured debt across twelve silos and facilitated a capital investment of $350 million, enabling Seadrill to continue to operate its modern fleet of drilling units.

Valaris plc — Represented Valaris plc and 89 of its subsidiaries in their prearranged Chapter 11 cases. Valaris, which is incorporated in the United Kingdom, is the world’s largest offshore driller by fleet size, owning 67 drilling rigs and operating in every major offshore hydrocarbon basin throughout the globe. Valaris filed Chapter 11 with a restructuring support agreement and backstop commitment agreement to fully equitize all $7.1 billion of its prepetition funded debt, consisting of an unsecured revolving credit facility and 15 series of unsecured notes. The noteholders supporting the restructuring also have committed to a fully backstopped rights offering for $500 million of new secured notes upon emergence from Chapter 11 as well as to provide a $500 million DIP financing facility.

PGX Holdings, Inc. — Represented PGX Holdings, Inc. and its subsidiaries (“PGX”), a leading credit-repair service provider, in an out-of-court restructuring transaction that extended the maturity of PGX’s funded debt by three years, raised new capital, and maintained the equity stake of its sponsor. This amend-and-extend transaction was executed with 100% lender consent and will give PGX runway to navigate uncertainties concerning general macroeconomic trends and ongoing high-stakes litigation.

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.

Acosta, Inc. — Represented Acosta, Inc., a multinational full-service sales, marketing, and retail merchandising agency with 30,000 employees, serving 1,200 blue chip companies across the globe, in its prepackaged restructuring of $3 billion of indebtedness. Acosta’s Chapter 11 plan was confirmed by the United States Bankruptcy Court for the District of Delaware just 15 days after the bankruptcy filing.

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.

Things Remembered, Inc. — Represented Things Remembered, Inc. and its affiliates, one of the nation’s leading multi-channel personalized apparel and accessory retailers, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. As of its Chapter 11 filing, Things Remembered operated approximately 420 stores and kiosks in the U.S. and Canada. Things Remembered sold its go-forward business to a strategic buyer that preserves its online business, up to 1,400 jobs, and approximately 178 brick-and-mortar stores.

American Tire Distributors, Inc. — Represented American Tire Distributors, Inc., one of the largest independent suppliers of replacement tires, in its prearranged Chapter 11 cases. The restructuring of American Tire’s approximately $2.6 billion in funded debt includes a three-year maturity extension and conversion of approximately $1.1 billion of bonds to equity. Existing equity holders are to receive 5% of the new equity, plus warrants for additional equity. The restructuring has the support of a majority of all holders of funded debt and leaves general unsecured creditors unimpaired.

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.

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 filed with a restructuring support agreement signed by holders of more than two-thirds by principal amount of its $4.1 billion of funded debt.

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 buy-out 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.

LINN Energy LLC — Represented Linn Energy, LLC and its affiliates in its Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. Linn is a leading independent oil and natural gas exploration and production company with operations in 12 states and eight discrete U.S. regions.

Constar International Holdings, LLC — Represented an ad hoc committee of senior secured noteholders in the Chapter 11 cases of Constar International Holdings, LLC.

PILI Fellow, Chicago Volunteer Legal Services, Chicago, IL, Summer 2013