Ryan Blaine Bennett - Partner

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Ryan Blaine Bennett

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Chicago
Phone: +1 312-862-2074
Fax: +1 312-862-2200
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Professional Profile

Ryan Blaine Bennett is a partner in Kirkland & Ellis' Restructuring Group. Ryan focuses his practice on protecting and advancing the financial interests of corporate debtors and secured and unsecured creditors in the various transactional and litigation-related aspects of the debtor-creditor relationship.

Ryan has played a principal role representing sophisticated corporate debtors, investors and other key parties in some of the most complex restructuring cases and transactions during the past two decades.

In addition to his company-side representations, Ryan regularly counsels a number of private equity and investment fund clients, both in and out of court, with respect to acquisitions of distressed assets and investments and corporate governance matters related to such clients' portfolio companies. Ryan's fund clients include, among others, Audax Group, Blue Point Capital Partners, Chicago Growth Partners, GTCR, GSO Capital Partners, Monomoy Capital Partners, Parthenon Capital, Summit Partners, and Sun Capital Partners.

Ryan often represents large, multinational corporations with respect to distressed supply chain, acquisitions and other commercial matters involving distressed counter-parties. His clients in this regard include Archer-Daniels-Midland Company, The Boeing Company, Global Hyatt Corporation, McDonald’s Corporation, Motorola, Inc., The Tribune Company and Twentieth Century Fox Film Corporation, among others.

Chicago Daily Law Bulletin and The Chicago Lawyer recently named Ryan to the “40 Under Forty” for 2015, selecting Ryan among over 1,000 nominees across all practice areas in the State of Illinois, Law360 also named Ryan as one of eight Bankruptcy “Rising Stars for 2014.” The Legal 500 U.S. recognized him for his "key role" in the Detroit Chapter 9 proceedings. Ryan was also named to the 2012 list of "Outstanding Young Restructuring Lawyers" by Turnarounds & Workouts, one of 12 individuals selected nationwide for their individual accomplishments in corporate restructuring.


Representative Matters

Energy:

Sabine Oil & Gas Corporation — Represented Texas-based Sabine Oil & Gas and its subsidiaries, an 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. Notably, in the context of  Sabine’s Chapter 11 case, Ryan successfully argued for Sabine’s right to reject certain midstream gathering agreements and obtained a ruling that the covenants contained in such agreements do not “run with the land” under Texas law. See In re Sabine Oil & Gas Corporation et al., 547 B.R. 66, (Bankr. S.D.N.Y. 2016). That ruling has been widely covered in the press and has since been upheld on appeal by the U.S. District Court for the Southern District of New York. In 2017, the Turnaround Management Association recognized the successful restructuring of Sabine Oil & Gas Corporation with its “Large Company Transaction of the Year Award.”

Emerald Oil, Inc. — Representing Emerald Oil, Inc., a Denver based independent exploration and production company that is focused on acquiring acreage and developing wells in North Dakota and Montana, in Emerald's ongoing Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware.

Permian Holdings, Inc. — Representing Texas-based Permian Holdings, Inc., the largest U.S. manufacturer of above-ground storage and processing tanks for the oil and natural gas exploration and production industry, in connection with its stakeholder negotiations and successful out-of-court recapitalization.

Globe Energy Services, LLC - Representing Texas-based Globe Energy, a leading provider of oilfield services, with a majority of its operations in the Permian basin, in connection with Globe’s successful lender negotiations and out of court recapitalization.

Petroflow Energy, Ltd. ― Representing Calgary-based Petroflow and its U.S. subsidiaries as an independent oil and gas drilling, exploration and production company, in Petroflow’s Chapter 11 reorganization in the U.S. Bankruptcy Court for the District of Delaware.

NRG Energy, Inc. ― Representing NRG Energy, a multi-billion dollar international energy services conglomerate, in connection with its Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York.Within this “mega-case”, Ryan was the attorney primarily responsible for negotiating and obtaining court approval of his client’s sale of certain non-core assets, including the $80.4 million sale of electrical turbines to a Chinese power company and the $160 million sale of a 520 mega-watt generating power facility to an Oklahoma-based energy provider. Ryan’s role included, among other things, (i) advising as to the marketing and auction process; (ii) negotiating and drafting the necessary pleadings and purchase agreements; and (iii) negotiating cash collateral agreements with his client’s prepetition secured lenders.

In addition to the above-listed public matters, Ryan has also been involved in a number of non-public, out of court workouts and negotiations representing oil and gas companies in the upstream, midstream and oilfield services sub-sectors.

Telecommunications, Media and Internet:

VER Technologies HoldCo LLC — Representing VER Technologies HoldCo LLC and certain of its affiliates (collectively, “VER”) in Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. VER is one of the largest suppliers of rental production equipment and solutions in the world, leasing  lighting, sound, rigging, and video equipment to various customers in the corporate, hotel, television, cinema, and live music sectors. At the time the cases were filed, VER had funded debt of over $760 million. VER commenced the cases with the support of over two-thirds of the lenders under its prepetition term loan facility, the lenders under its term loan debtor-in-possession financing facility, holders of two tranches of promissory notes, and a strategic merger partner. These parties are supporting VER’s Chapter 11 cases pursuant to a restructuring support agreement that provides the basis for a consensual Chapter 11 plan followed immediately by a merger of the reorganized equity into the strategic partner. VER also secured $364.7 million in debtor-in-possession financing facilities to fund VER’s operations and the administration of its Chapter 11 cases.

DBSD North America, Inc. — Representing DBSD and its subsidiaries, a development-stage enterprise that is designing and developing an integrated mobile satellite and terrestrial services network to deliver wireless satellite communications services to mass-market consumers, in its Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York. Specifically, Ryan served as the principal attorney representing DBSD in negotiating and obtaining court approval of the $1.49 billion cash investment from DISH Network.

Motorola, Inc. — Representing Motorola in preserving the integrity of its supply chain, including with respect to Motorola's distressed supplier and provider of semiconductor chip assemblies, Spansion, Inc., in Spansion's Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware.

Twentieth Century Fox Film Corporation — Representing Fox in its negotiations with Cinram International, Fox's primary provider and distributor of DVDs, in connection with Cinram's consensual out-of-court workout.

Cable & Wireless (USA), Inc. — Representing Cable & Wireless, a leading Internet services provider, in drafting, negotiating, and confirming its Chapter 11 plan of liquidation in the U.S. Bankruptcy Court for the District of Delaware.

Rogers Communications, Inc. — Representing Rogers Communications, a leading North American cable service provider, in protecting its interests as a creditor and cooperative high-speed Internet provider in the [email protected] bankruptcy case in the U.S. Bankruptcy Court for the Northern District of California. Concurrently, Ryan also represented his client's Chief Executive Officer in such officer's capacity as a former Director of [email protected]

Municipal:

Syncora Holdings Ltd. — Representation of 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.

Transportation:

GST Autoleather, Inc. — Representing GST Autoleather, Inc., a supplier of leather upholstery to nearly every major automaker, in its Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. The Company obtained a commitment from its senior secured lenders for a $40 million debtor-in-possession facility, the proceeds of which will be used to fund ongoing business operations while pursuing a court-supervised going concern sale. GST has operations in North America, China, South Korea, Europe, and South Africa.

Japan Airlines Corporation (JAL) — Representing Japan Airlines Corporation, Asia's largest air carrier with a fleet of more than 270 aircraft, as international restructuring counsel advising JAL on all aspects of the restructuring of its global operations and representing it in connection with its Chapter 15 cases. JAL, headquartered in Tokyo, maintained $28 billion in debt at the time of its filing and operates over 900 daily flights from over 60 airports in Japan and provides international flight services to 11 million international passengers in 34 countries each year. During this engagement, Ryan made multiple trips to JAL's Tokyo headquarters to counsel JAL leadership and its advisors in Japan.

Lear Corporation — Representing Lear Corporation, a leading global supplier of seating and electrical systems to the automotive industry, in achieving the first successful prearranged Chapter 11 restructuring of a tier 1 automotive supplier. Both prior to and during Lear's Chapter 11 filing, Ryan worked closely with Lear's senior management and major creditor constituents to achieve consensus, while preserving the goodwill of Lear's customers, suppliers and employees. In just four months after filing for bankruptcy in the U.S. Bankruptcy Court for the Southern District of New York, Lear and its 23 U.S. and Canadian subsidiaries emerged from Chapter 11, having eliminated approximately $3 billion in debt, preserved the supply base and positioned the Company as a highly competitive player in its market.

Global Aviation Holdings Inc. — Representing Global Aviation Holdings and its domestic affiliates in all aspects of its complex Chapter 11 reorganization proceedings before the United States 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.

The Boeing Company and Boeing Capital Loan Corporation ― Representation of Boeing, the world's leading aerospace company and the largest combined manufacturer of commercial jetliners and military aircraft, in its joint capacity as most significant customer and debtor-in-possession lender in connection with the U.S. Chapter 11 case, Section 363 sale, and related Canadian insolvency proceedings of Northstar Aerospace (USA) Inc., a supplier of components and assemblies for the commercial and military aerospace markets.

DURA Automotive Systems, Inc. — Representing DURA Automotive, an international tier 1 automotive supplier, and forty-one of its domestic and Canadian subsidiaries, in connection with their highly consensual and successful Chapter 11 reorganization cases in the U.S. Bankruptcy Court for the District of Delaware. Among his responsibilities, Ryan managed the day-to-day administration of the Chapter 11 process, and represented DURA in all aspects of its complex multi-billion dollar restructuring.

Tower Automotive, Inc. — Representing Tower Automotive, a leading tier 1 automotive supplier, in connection with its successful Chapter 11 reorganization case in the U.S. Bankruptcy Court for the Southern District of New York. Among his responsibilities on this case, Ryan was principally charged with maintaining and ensuring the integrity of Tower's supply chain. In this context, he frequently negotiated trade and pricing agreements with Tower's vendors and customers, developed business and litigation tactics to counter stop shipment threats by sole-source vendors, and obtained court approval of several commercial initiatives designed to improve Tower's North American business model.

MPI International, Inc. — Representing MPI International, a global and specialized automotive supplier, as the largest unsecured creditor and chair of the Official Committee of Unsecured Creditors, in the Chapter 11 bankruptcy case of Sturgis Iron & Metal Co., Inc., in the U.S. Bankruptcy Court for the Western District of Michigan.

Atlantic Equity Partners, L.P. (AEP) — Representing AEP in its capacity as prepetition secured lender and proposed Chapter 11 plan sponsor in the Chapter 11 cases of BHM Technologies Holdings, Inc. et al., pending in the U.S. Bankruptcy Court for the Western District of Michigan.

In addition to the above-listed public matters, Ryan has also actively participated on both debtor and creditor sides in several out of court workouts, restructurings, and consensual wind-downs of various "tier 1" and "tier 2" automotive suppliers.

International:

Betcorp Ltd. — Representing the Austrailian liquidating trustee of Betcorp Ltd., a former Internet gaming company, in filing its petition for recognition under the newly-established Chapter 15 of the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Nevada. Betcorp's petition was highly contested, but the Bankruptcy Court ultimately ruled in Ryan's client's favor, recognizing the Australian liquidation as a "foreign main proceeding" under Chapter 15. The Court issued and published a 27-page opinion on the ruling, which has been frequently cited in subsequent bankruptcy court opinions and publications. See In re Betcorp Ltd., 400 B.R. 266 (Bankr. D. Nev. 2009).

Cover-All Holding Corp. — Representing Cover-All Holding Corp. and its ten Canadian and U.S. subsidiaries, as the once leading global manufacturers of pre-engineered building structures, in successfully obtaining an order pursuant to Chapter 15 of the U.S. Bankruptcy Code recognizing the Cover-All debtors' pending case under the Canadian Creditors Companies Arrangement Act (CCAA) as a foreign main proceeding. The Cover-All companies were the first foreign debtors to obtain Chapter 15 recognition in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania.

Industrial (Non-Transportation):

Archer-Daniels-Midland Company (ADM) — Representing ADM as the stalking horse bidder and successful purchaser of substantially all of the industrial and grain facility assets formerly owned by Wisconsin-based Olsen Brothers Enterprises, L.P. ADM's $49.7 million acquisition was approved, in part, pursuant to a confirmed creditor-sponsored Chapter 11 plan, in the U.S. Bankruptcy Court for the Eastern District of Wisconsin.

Atwood Mobile Products, Inc. — Representing Atwood, a prominent manufacturer of components for the recreational and specialty vehicle industry, with respect to its Chapter 11 bankruptcy case in the U.S. Bankruptcy Court for the District of Delaware, and subsequent $160 million going-concern sale to Insight Equity, pursuant to section 363 of the Bankruptcy Code.

J&L Specialty Steel, Inc. — Representing J&L Specialty Steel, a leading North American manufacturer of flat rolled stainless steel, in its successful out of court restructuring and ultimate acquisition by Allegheny Ludlum Corporation.

W.R. Grace & Co. — Representing W.R. Grace, an international chemical supply conglomerate, in connection with preparing and negotiating its Chapter 11 plan of reorganization in the U.S. Bankruptcy Court for the District of Delaware.

National Equipment Services, Inc. — Representing National Equipment Services (n/k/a NES Rentals), a national equipment leasing corporation, in all aspects of its Chapter 11 reorganization in the U.S. Bankruptcy Court for the Northern District of Illinois.

Polymer Group, Inc. — Representing Polymer Group, a large industrial manufacturer, in all aspects of its restructuring efforts both prior to, and within the context of, a Chapter 11 reorganization in the U.S. Bankruptcy Court for the District of South Carolina.

Real Estate Development & Hospitality:

Heartland Food Corp. — Representing GSO Capital's Heartland Food Corp., one of the largest Burger King franchisees in the U.S., as the stalking horse bidder for, and successful purchaser of, the restaurant franchise of Duke & King Acquisition Corp., in a Section 363 sale, before the U.S. Bankruptcy Court for the District of Minnesota.

Clark Realty Capital — Representing Clark Realty with respect to identifying and analyzing distressed real estate investment and development opportunities.

Global Hyatt Corporation — Representing Hyatt in connection with its interests as a significant creditor and contract counterparty of the Cosmopolitan Resort in Las Vegas, Nevada.

Starwood Capital Group — Representing Starwood Capital in connection with analysis and potential acquisitions of distressed properties.

Health Care, Retail and Consumer Services:

InSight Health Services Corp. — Representing InSight Health Services Holdings Corp. and its 16 subsidiaries, a leading provider of diagnostic imaging services, in connection with InSight's prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York.

Westcliff Medical Laboratories, Inc. — Representing Westcliff and its parent, BioLabs, Inc., in connection with their Section 363 going concern asset sale to Laboratory Corporation of America (LabCorp) in the U.S. Bankruptcy Court for the Central District of California.

Boyds Collection, Ltd. — Representing Boyds, a leading designer, manufacturer and distributor of hand-crafted collectibles and gift products, in drafting, negotiating, and confirming its Chapter 11 plan of reorganization in the U.S. Bankruptcy Court for the District of Maryland.

Quality Stores, Inc. — Representing Quality Stores, a large retail chain, as a debtor in its Chapter 11 liquidation proceedings in the U.S. Bankruptcy Court for the Western District of Michigan.


Memberships & Affiliations

American Bankruptcy Institute

Kirkland & Ellis Recruiting Committee, (Member, 2006 to Present) (Co-Chair, Summer Program, 2009 to 2013)

Chicago Volunteer Legal Services Foundation

Notre Dame Alumni Association

Michigan State University Alumni Association


Other Distinctions

Public Interest Law Initiative Fellow (Chicago Volunteer Legal Services Foundation)-Summer 2000.


Publications

Prof. John Ayer, Michael Bernstein, Jonathan Friedland and Ryan Blaine Bennett, Chapter 11 "101" - Professional Retention and Compensation, AMERICAN BANKRUPTCY INSTITUTE JOURNAL (February 2005).

Jonathan P. Friedland and Ryan Blaine Bennett, Turning Off the Lights: Safely Shutting Down an Insolvent Subsidiary, THE CORPORATE COUNSELOR, Volume 19, No. 4a (September/October 2004).

Prof. John Ayer, Michael Bernstein, Jonathan Friedland and Ryan Blaine Bennett, Chapter 11 "101" - What Every Unsecured Creditor Should Know About Chapter 11, AMERICAN BANKRUPTCY INSTITUTE JOURNAL (June 2004).

Assistant Editor, Norton Bankruptcy Law & Practice: Use, Sale or Lease of Property Under 11 U.S.C. § 363 (West Group 2004).

Assistant Editor, Norton Bankruptcy Law & Practice: Use, Sale or Lease of Property Under 11 U.S.C. § 363 (West Group 2003).

Ryan Blaine Bennett, Safeguards of the Republic: The Professional Responsibility of the American Lawyer to Preserve the Republic Through Law-Related Education, 14 NOTRE DAME JOURNAL OF LAW, ETHICS AND PUBLIC POLICY 651 (2000).


Seminars

Board Members & Insolvent Companies They Serve, presented at the PRIVATE DIRECTORS ASSOCIATION, on March 15, 2017.

Energy Master Limited Partnerships: Eye on Sabine Oil and Gas and What Will Follow, presented at ESSENTIAL POWER SOURCES: MANAGING ENERGY DEALS AND LEGAL COUNSEL, sponsored by Bloomberg, in Houston, Texas, on October 3, 2016.

Energy Restructuring & Bankruptcy, presented at the ENERGY LAW SEMINAR at the University of Chicago Law School, May 13, 2016.

Panic In Detroit: Chapter 9 Bankruptcy Process from Soup to Nuts, co-paneled with Prof. Melissa Jacoby, William Kannel, Heather Lennox and Van Conway, at the AMERICAN BANKRUPTCY INSTITUTE ANNUAL SPRING MEETING, in Washington, D.C., April 2015.

Fictional Case Study Discussion and Seminar, co-paneled with Neil Walther and Brad Weiland (Kirkland & Ellis LLP), and presented at THE DISTRESSED RESTRUCTURING CONFERENCE at the University of Chicago Booth School of Business, sponsored by Training the Street, April 15, 2012.

Cross-Border Insolvencies: Trends and Best Practices, co-paneled with Linc Rogers (Blake, Cassels & Graydon LLP), and presented at THE ADVANCED PROGRAM IN CORPORATE INSOLVENCY AND RESTRUCTURING, sponsored by Osgoode Hall Law School in Toronto, October 18, 2010.

Professional Compensation In the Context of Chapter 11, presented at the KIRKLAND INSTITUTE OF RESTRUCTURING TRAINING, July 26, 2006.

Understanding Practice Groups in Large U.S. Law Firms, co-paneled with Lane Winter Vanderslice (Mayer, Brown, Rowe & Maw), presented at the Notre Dame Law School, September 10, 2004.

Sections 1113 and 1114 of the Bankruptcy Code: Terminating or Modifying Collective Bargaining Agreements, Pension Plans and Retiree Benefits, presented at the KIRKLAND INSTITUTE OF RESTRUCTURING TRAINING, January 26, 2004.


Prior Experience

General Motors Corporation, Oldsmobile Division (1996–1997)

ADP Dealer Services — General Motors University of Automotive Management (1995–1996)


Courts

United States District Court for the Northern District of Illinois (2000)

United States Court of Appeals for the Seventh Circuit (2001)

United States District Court for the Western District of Michigan (2001)

United States Court of Appeals for the Federal Circuit (2002)

United States District Court for the Eastern District of Michigan (2003)

United States Supreme Court (2004)

United States District Court for the Eastern District of Wisconsin (2011)

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