Brian Schartz, P.C.

Debtor Representations

• Apex Tool Group, LLC: Represented Apex Tool Group, LLC, one of the largest global manufacturers of hand tools and power tools, in a liability management transaction that significantly reduced the company’s total debt, decreased its go-forward interests costs, and provided for additional liquidity and financial flexibility. The transactions included a $125 million new money investment into a super senior debt tranche and an uptier exchange of 92% of the company’s first lien term loans and 93% of the company’s second lien term loans into a combination of second-out and third-out super senior debt tranches that captured $191 million in debt discount.
• SiO2 Medical Products, Inc.: Representing SiO2 Medical Products, Inc. and certain of its affiliates in their prearranged Chapter 11 cases filed in the U.S. Bankruptcy Court for the District of Delaware. SiO2 is a material life sciences company that holds 245 patents, including its flagship technology that combines the best of glass and polymers without the drawbacks of either. SiO2 filed for Chapter 11 with a restructuring support agreement supported by 100% of its first lien lenders. The restructuring support agreement contemplates a $60 million new-money postpetition financing facility and equitization of the first lien lender’s DIP claims and first lien claims in exchange for 100% of the equity of the reorganized company, subject to a marketing process seeking higher and better proposals. The proposed restructuring will reduce the Company’s secured debt by nearly $250 million.
• Altera Infrastructure L.P.: Representing Altera Infrastructure L.P. and certain of its affiliates (“Altera”), a leading international midstream services provider to the oil and gas industry, in pre-arranged Chapter 11 cases filed in the Bankruptcy Court for the Southern District of Texas. Operating a fleet of 41 vessels, Altera supplies critical infrastructure assets to its customers primarily in offshore regions of the North Sea, Brazil, and the East Coast of Canada. Altera filed for Chapter 11 with a restructuring support agreement (“RSA”) that is widely supported by Altera’s equity sponsor, Brookfield, and a super-majority of its bank lenders. The RSA contemplates, among other things, addressing more than $1 billion of secured and unsecured holding company debt, $400 million of preferred equity, and $550 million of secured asset-level bank debt, and a comprehensive reprofiling of Altera’s bank loan facilities to better align cash flow with debt service obligations.
• Just Energy Group Inc.: Represented Just Energy Group Inc., a Mississauga, Ontario-based leading retail consumer company specializing in electricity and natural gas commodities, energy efficiency solutions, and renewable energy options, in its Chapter 15 proceedings in the United States to recognize proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). Prior to filing for bankruptcy, Just Energy Group Inc. was severely adversely impacted by the unprecedented winter storm in Texas in February 2021. The insolvency proceedings successfully culminated in a Canadian-court approved and United States-court recognized sale transaction that preserved operations, hundreds of jobs, critical regulatory approvals, and key commodity supplier relationships.
• FTS International, Inc.: Represented FTSI and its affiliates in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. FTSI, a publicly-traded company, is one of the largest providers of hydraulic fracturing services in North America and provides customized hydraulic fracturing solutions to exploration and production companies to enhance recovery rates from oil and gas wells drilled in the most active basins in the United States. FTSI commenced its Chapter 11 cases with a restructuring support agreement with over 87% of the holders of the company’s funded secured debt. The holders of approximately $440 million of funded secured debt exchanged their debt claims for over 90% of the equity in the reorganized debtors, holders of FTSI’s existing equity received approximately 10% of the equity in the reorganized debtors, and all ongoing business trade claims rode through the bankruptcy unimpaired.
• Oasis Petroleum Inc.: Represented Oasis Petroleum Inc. and its affiliates in prepackaged Chapter 11 cases filed in the Bankruptcy Court for the Southern District of Texas to restructure approximately $2.3 billion in debt obligations. Oasis is a Houston, Texas based company that operates in the upstream and midstream oil and gas sectors. Oasis also operates a midstream business segment and holds a majority interest non-debtor subsidiary Oasis Midstream Partners LP, which is a publicly traded master limited partnership. The Chapter 11 plan equitized more than $1.8 billion of unsecured debt and provided for committed DIP to exit financing.
• Arena Energy, L.P.: Represented Arena Energy, L.P., which filed a prepackaged Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas to pursue a sale of its assets as a going-concern. The sale — which was supported by Arena’s first-lien revolving lenders and second-lien term lenders — restructured more than $1 billion in funded indebtedness and addressed over $500 million of plugging and abandonment liabilities.
• Salt Creek Midstream: Represented Salt Creek Midstream, a full-service midstream provider headquartered in Houston, in a comprehensive out-of-court recapitalization that equitized certain existing debt and brought in new investment from its existing lender groups and funds managed by Ares Management.
• Whiting Petroleum Corporation: Represented Whiting Petroleum Corporation and certain of its affiliates (collectively “Whiting”) in connection with Whiting’s prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. Whiting is a Denver-based publicly traded independent exploration and production company with an oil focused asset base, employing approximately 500 employees and with funded debt of approximately $3.4 billion as of the Chapter 11 filing. Whiting entered into a restructuring support agreement with its unsecured noteholders, which contemplated a Chapter 11 plan that would provide 97% of the reorganized equity to noteholders and other holders of general unsecured claims, while still providing a recovery to existing equityholders in the form of the remaining 3% of reorganized equity. Through the deal reached with Whiting’s lenders and noteholders, Whiting delevered its balance sheet by eliminating over $2.7 billion of funded debt.
• Tapstone Energy, LLC: Represented Tapstone Energy, LLC and certain of its affiliates in their out-of-court restructuring. Tapstone is an independent oil and natural gas company focused on the development and production of oil, natural gas, and NGLs in the Anadarko Basin in Oklahoma, Texas, and Kansas. The restructuring transaction reduced Tapstone’s funded debt by approximately $440 million and provided the company with liquidity, including a $50 million new money investment, to optimize operations and expand its production base through mergers and acquisitions.
• Jones Energy Inc.: Represented Jones Energy Inc. and its affiliates in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Jones Energy is an Austin, Texas based independent oil and gas company engaged in the exploration, development, production, and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas that fully equitized over $1 billion in funded debt and preferred equity obligations. Jones obtained confirmation of its uncontested plan just three weeks after filing.
• Vanguard Natural Resources Inc.: Represented Vanguard Natural Resources Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Vanguard is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States with operations in the Gulf Coast, Permian and Anadarko Basins. Vanguard had approximately $850 million in debt at the time of filing and obtained a commitment for a $130 million debtor-in-possession financing facility, which included $65 million in new money.
• Parker Drilling Company: Represented Parker Drilling Company and certain of its affiliates in connection with their prearranged Chapter 11 restructuring in the United States Bankruptcy Court for the Southern District of Texas. Parker is a leading international provider of contract drilling and drilling-related services and rental tools. Parker, together with its non-debtor affiliates, has operations in approximately 19 countries worldwide and employs over 2,400 employees. Parker’s prearranged plan of reorganization carried broad stakeholder support and reduced Parker’s funded-debt obligations by approximately $375 million and provided Parker with $95 million in fully-committed new equity capital upon emergence from Chapter 11.  
• Técnicas Marítimas Avanzadas, S.A. de C.V.: Represented Técnicas Marítimas Avanzadas, S.A. de C.V., a maritime logistics services company based in Monterrey, Mexico, and certain of its affiliates (collectively, “TMA”), in a successful out-of-court restructuring that deleveraged TMA’s balance sheet and provided TMA with critical liquidity. Under the terms of the consensual restructuring, TMA refinanced its secured indebtedness, obtained a new revolving credit facility, and provided its existing equity sponsor with a significant and controlling stake in the reorganized company.
• 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's pre-arranged Chapter 11 cases 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. The reorganization has received numerous awards and recognition, including recognized as the largest bankruptcy filing of 2017 (Turnarounds & Workouts, January 2018), awarded Cross-border Cooperation in a Specific Restructuring or Insolvency Matter of the Year (GRR Awards, June 2018), recognized among the Most Successful Bankruptcy Filings of 2018 (Turnarounds & Workouts, January 2019), awarded Restructuring Deal of the Year (The Deal Awards, June 2019), awarded International Company Turnaround of the Year (Turnaround Management Association, June 2019), and awarded the Global Legal Award, Finance Deal of the Year (The American Lawyer Industry Awards, December 2019).
• Seadrill Partners: Represented Seadrill Partners and its subsidiaries in two separate liability management programs that effectively restructured more than $2 billion in debt.
• Quintana Energy Services, LP: Represented a provider of oilfield services in the oil and gas industry in connection with its out-of-court recapitalization consisting of $40 million second lien term loan provided by investors and the restructuring of its revolving credit facility agented by Amegy Bank. 
• Energy Future Holdings Corp.: Represented Energy Future Holdings Corp. and its affiliates in their Chapter 11 cases pending in the U.S. Bankruptcy Court for the District of Delaware.
• Penn Virginia Corporation: Represented Penn Virginia Corporation, an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, in connection with its prearranged Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Under the terms of the Chapter 11, the Company’s long-term debt was reduced by more than $1 billion. In 2017, the Turnaround Management Association recognized the successful Penn Virginia restructuring with its “Mid-Size Company Transaction of the Year Award.”
• Magnum Hunter Resources Corporation: Represented Magnum Hunter Resources Corporation and its subsidiaries, an independent exploration and production company engaged in the acquisition, development and production of natural gas, natural gas liquids and crude oil, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware.
• Barneys New York: Represented the famed New York-based luxury specialty retailer in connection with its successful out-of-court restructuring, which resulted in a debt-for-equity conversion and new money investment that reduced Barneys’ long-term outstanding indebtedness from more than $590 million to $50 million.
• Neways, Inc.: Represented Neways Enterprises, a producer of dietary supplements and personal care products with several hundred thousand active distributors in 28 countries, in connection with the successful out-of-court restructuring of Neways’ approximately $250 million capital structure. The restructuring involved the exchange of $130 million of second lien indebtedness debt for equity and an amendment and extension of the company's first lien secured indebtedness.
• Orchard Brands/Appleseed’s: Represented Appleseed’s and 27 of its affiliates, a multi-channel marketer of apparel and home products focused on serving the needs of women and men over the age of 55, in their pre-negotiated Chapter 11 cases that restructured approximately $725 million in funded indebtedness through a debt-for-equity exchange in less than 90 days.
• Chemtura Corporation: Represented Chemtura Corporation in its Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Chemtura’s restructuring was recognized with the 2011 Turnaround Management Association’s award for the “Turnaround of the Year - Mega Company.”
• Atrium Corporation: Represented Atrium Corporation and 19 of its affiliates in their pre-arranged Chapter 11 cases in the United States and Canada, which restructured over $650 million in long term indebtedness in less than 100 days. Atrium’s restructuring was recognized with the 2011 Turnaround Atlas Award for the “Chapter 11 Reorganization of the Year” (upper middle markets) by the Global M&A Network.
• TOUSA, Inc.: Represented TOUSA, Inc. and approximately 40 debtor and non-debtor affiliates in their Chapter 11 cases.

Non-Debtor Representations

• W&T Offshore, Inc.: Represented W&T Offshore, Inc. (NYSE: WTI), a leading independent oil and natural gas producer with operations offshore in the Gulf of Mexico, in its successful acquisition of six fields in shallow waters of the Gulf of Mexico from the Chapter 11 estates of Cox Operating, LLC. The six fields acquired each include a 100% working interest and an average 82% net revenue interest. The section 363 sale was approved by the U.S. Bankruptcy Court for the Southern District of Texas.
• BP Commercial Funding Trust Series SPL-X: Represented several commercial funding trusts affiliated with BasePoint Capital (“BasePoint”), a New York-based diversified specialty finance group, as DIP lender and stalking horse purchaser in the Chapter 15 cases of NextPoint Financial Inc. (“NextPoint”) to obtain recognition of proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). The representation resulted in BasePoint’s successful acquisition of Liberty Tax and Community Tax from NextPoint through a reverse-vesting order following a CCAA sale and investment solicitation process.
• Brentwood Associates: Representing Brentwood Associates and certain of its affiliated funds (“Brentwood”) in the Chapter 11 cases of Soft Surroundings Holdings, LLC and its affiliated debtors (“Soft Surroundings”) in the United States Bankruptcy Court for the Southern District of Texas. Brentwood is a majority equity owner and holder of the second lien debt of Soft Surroundings, a lifestyle brand and retailer of women’s apparel, makeup, and home décor inspired by great Northwest. Soft Surroundings filed for Chapter 11 relief on September 10 to restructure its nearly $70 million in funded debt liabilities and to pursue a sale of its e-commerce platform in tandem with an orderly wind down of its brick-and-mortar footprint.
• Performance Powersports Group Investor, LLC: Represented Kinderhook Industries, LLC (the private equity sponsor, DIP lender, and stalking horse purchaser) in the Chapter 11 cases of Performance Powersports Group Investor, LLC and its affiliated debtors in the United States Bankruptcy Court for the District of Delaware. Performance Powersports Group is a producer of high-quality, light-to-middle weight powersports equipment, including utility task vehicles (UTVs), all-terrain vehicles (ATVs), go-karts, and mini-bikes. At the time of filing, Performance Powersports Group had $52 million in funded debt, claims in excess of $70 million from trade creditors, and was subject to ongoing litigation with a trade vendor. Despite opposition to both the final DIP order and sale transaction from the U.S. Trustee and Official Committee of Unsecured Creditors, Kinderhook’s $73 million bid for the assets of Performance Powersports Group was approved, including broad releases via the final DIP order. The sale transaction closed less than a week later.
• Juniper Specialty Products, LLC and SGCE, LLC: Represented EQT Ventures, LLC, a subsidiary of EQT Corporation (the largest producer of natural gas in the United States), in its successful purchase of 42 metric tons of Fischer-Tropsch TL8 catalyst from the Chapter 7 estates of Juniper Specialty Products, LLC and SGCE, LLC. The section 363 sale was approved by the U.S. Bankruptcy Court for the Southern District of Texas.
• Bristow Group Inc.: Represented an ad hoc group of unsecured noteholders (the “Unsecured Ad Hoc Group”) in the Chapter 11 cases of Bristow Group Inc. and its affiliated debtors (collectively, “Bristow”) in the U.S. Bankruptcy Court for the Southern District of Texas. Bristow is a publicly-traded helicopter services company with funded debt obligations exceeding $1.7 billion. Following the filing of Bristow’s cases, Kirkland assisted the Unsecured Ad Hoc Group in negotiating an amended restructuring support agreement with Bristow and its secured creditors that resulted in a restructuring led by the Unsecured Ad Hoc Group that included a $385 million rights offering and noteholders taking control of the reorganized company.
• American Energy – Permian Basin, LLC: Represented the private equity sponsors and Sable Permian Resources, LLC (as operator of the oil and gas assets) in the successful completion of AEPB’s $2.1 billion out-of-court recapitalization. The transaction reduced AEPB’s debt obligations by approximately $1.4 billion and reduced upcoming debt maturities over the next four years to approximately $36 million from approximately $2.1 billion. In addition, the transaction eliminated approximately $94 million of annual cash interest expense and simplified AEPB's organizational structure.
• Axon Pressure Products, Inc.: Represented Pelican Energy Partners, L.P. in connection with its acquisition of all outstanding loans under Axon Pressure Products, Inc.’s $40 million senior secured credit facility. Subsequent to its debt acquisition, Pelican exchanged a portion of its total debt claim for all of the equity interests in Axon Pressure Products, Inc.’s parent company, Pressure Holdings, Inc., whereby Pelican became the sole equity owner and sole lender to the Axon enterprise in fewer than six weeks. Axon provides a range of products and services to onshore and offshore drilling and extraction operations.
• Ocean Rig UDW: Represented holders of DRH notes in Ocean Rig’s pending restructuring proceedings in the Cayman Islands and the United States Bankruptcy Court for the Southern District of New York.
• EIG: Represented EIG as the largest creditor in Intervention Energy’s Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
• Alpha Natural Resources, Inc.: Represented an ad hoc committee of second lien noteholders of Alpha Natural Resources, Inc., one of the largest coal producers in the United States, in its Chapter 11 restructuring.
• Angelo Gordon & Co., Solos Alternative Asset Management, and Energy Capital Partners: Represented a group of second lien debt holders led by Angelo Gordon & Co., Solus Alternative Asset Management, and Energy Capital Partners in the $1 billion-plus restructuring of Mach Gen, LLC in a fully-consensual prepackaged restructuring plan that was confirmed with overwhelming creditor support by the bankruptcy court a mere 40 days after MACH Gen filed for Chapter 11.
• Oaktree Capital Management: Represented Oaktree Capital Management in its acquisition of General Maritime Corporation through its Chapter 11 proceedings in the Southern District of New York.
• Anglo Irish Bank: Represented Anglo Irish Bank as second lien lender in a successful out-of-court restructuring of a hotel portfolio with more than $650 million in secured indebtedness.
• TORM A/S: Represented a consortium of charter-in tanker owners of TORM A/S, operator of more than 100 tanker and bulk carriers, in its ongoing restructuring discussions.