Chad J. Husnick, P.C.

In- and Out-of-Court Company Restructuring Representations

Energy Industry

• 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 provides for committed DIP to exit financing.

• Cobalt International Energy, Inc. — Represented 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 was an independent offshore exploration and production company with assets in the deepwater U.S. Gulf of Mexico and offshore West Africa with approximately $2.8 billion of funded indebtedness. Cobalt entered Chapter 11 to complete a sale of all or substantially all of its oil and gas assets and, after an auction, received winning bids for an aggregate purchase price of approximately $580 million. Cobalt also successfully settled arbitration regarding a failed sale of its Angola assets for approximately $500 million. After a hotly contested plan process, the bankruptcy court confirmed Cobalt’s Chapter 11 plan in April 2018.

• Energy Future Holdings Corp. — Represented Energy Future Holdings Corp. and 70 of its affiliates (collectively, “EFH”) in their 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 was the largest operating Chapter 11 case ever filed in Delaware and the seventh largest Chapter 11 case filed in history.

• C&J Energy Services — Represented C&J Energy Services, a leading provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies, in its prenegotiated Chapter 11 filing in the United States Bankruptcy Court for the Southern District of Texas.  With nearly 5,000 employees, C&J services include directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services.  C&J’s restructuring case contemplated implementing the previously announced Restructuring Support Agreement that C&J executed with its lenders, which provides for the elimination of approximately $1.4 billion in debt from the Company's balance sheet, substantially deleveraging C&J's capital structure and strongly positioning the Company for long-term success.

• 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 the shortest Chapter 11 reorganization case in U.S. history for a debtor with more than $500 million in liabilities.

• Calpine Corporation — Represented an independent power producer and marketer with $17.2 billion in debt, $22.5 billion in total liabilities and $26.6 billion in assets. Calpine, which employs 3,300 people, operates more than 90 power plants in North America, including Canada and Mexico. Calpine is also the world’s largest producer of renewable geothermal energy.

• Stallion Oilfield Services Ltd. — Represented Stallion Oilfield Services Ltd. and its affiliates in their restructuring of more than $850 million in indebtedness through a pre‑arranged Chapter 11 restructuring. Stallion’s Everything but the RigSM service offerings include a broad and comprehensive range of critical services to support oil and natural gas wellsite operations.

Real Estate, Hospitality, Gaming & Entertainment

• WeWork Inc. — Representing WeWork Inc. (NYSE: WE), a global flexible space provider, in connection with a comprehensive restructuring of its capital structure through a series of transactions with an ad hoc group of noteholders representing more than 60% of the company’s public notes, a third-party investor and affiliates of SoftBank Group Corp., which will be implemented through certain exchanges of $1.2 billion of WeWork’s existing unsecured notes for new debt and equity securities and the issuance of $675 million of new secured notes for cash. Collectively, the transactions will reduce WeWork’s net debt by approximately $1.5 billion at closing, extend a significant maturity wall from 2025 to 2027, and result in new funding and new and rolled capital commitments of more than $1 billion once completed.

• Washington Prime Group Inc. — Represented Washington Prime Group Inc. and eighty-eight of its affiliates (“WPG”) in their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. WPG owns, develops, and manages retail real estate across the United States, including enclosed and open air retail properties, with a portfolio comprising material interests in 102 shopping centers across the United States. As of the petition date, WPG had approximately $3.9 billion of funded debt.

• RGN-Group Holdings, LLC — Represented RGN-Group Holdings, LLC, and approximately 100 other debtor affiliates (Regus) in their Chapter 11 cases filed in the Bankruptcy Court for the District of Delaware. Regus offers a network of on-demand office and co-working spaces, and ancillary service and support, to a variety of clients across a host of industries in over 1,000 locations in the United States and Canada.

• Cirque du Soleil — Represented Cirque du Soleil, the world’s premier live entertainment media company based in Quebec, Canada, 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, Cirque du Soleil entered into a stalking horse asset purchase agreement with its sponsors for the sale of substantially all company assets. Cirque du Soleil used the insolvency process to run a competitive sale and bidding process under the supervision of the Canadian Court to maximize enterprise value. Over the past 36 years, Cirque du Soleil conceptualized, produced, and presented shows to more than 180 million spectators, in approximately 450 cities across 90 countries in 6 continents.

• MS Resorts — Represented MSR Resort Golf Course LLC and 29 affiliated entities in all aspects of their Chapter 11 restructuring. MS Resorts invested in, owned, and operated five iconic luxury resort properties with related real estate properties and amenities, including: the Grand Wailea Resort Hotel & Spa in Maui, Hawaii; the La Quinta Resort & Club and PGA West in La Quinta, California; the Arizona Biltmore Resort & Spa in Phoenix, Arizona; the Doral Golf Resort & Spa in Miami, Florida; and the Claremont Hotel Club & Spa in Berkeley, California. As of the February 1, 2011 commencement of its Chapter 11 cases, MS Resorts reported approximately $2.2 billion in consolidated assets and $1.9 billion in consolidated liabilities, including a $1.0 billion securitized mortgage loan and $525 million in aggregate principal of mezzanine loans.

• GGPLP L.L.C. — Represented GGPLP L.L.C. and certain of its affiliates in their Chapter 11 reorganization. GGP and its consolidated affiliates reported approximately $29.6 billion in total assets and $27.3 billion in total liabilities as of December 31, 2008. Through its affiliates, GGP owns and manages more than 200 regional shopping centers and other properties across 44 states. These filings constitute the largest Chapter 11 cases undertaken by a real estate investment trust in U.S. history. Kirkland advised certain of the filing entities with respect to various aspects of their reorganization.

• Tropicana Entertainment, LLC — Represented Tropicana Entertainment, LLC and thirty‑three of its affiliated entities in their Chapter 11 cases. Tropicana and its non-debtor affiliates are a leading domestic casino operator, with approximately 540,000 square feet of gaming space and more than 8,300 hotel rooms, and employ more than 11,000 individuals on a full- or part-time basis. Tropicana and its non-debtor affiliates have assets totaling approximately $2.8 billion, including interests in eleven casinos across five states, including the Tropicana Resort and Casino Las Vegas, located on the “Strip” in Las Vegas, Nevada, and the Tropicana in Atlantic City, New Jersey, and liabilities exceeding more than $3.3 billion.

• SHC KSL Partners, LP (Hotel del Coronado) — Represented the joint venture holding the Hotel del Coronado, an iconic resort hotel opened in 1888 in Coronado, California, in a comprehensive out-of-court restructuring of more than $590 million in funded indebtedness, which included a CMBS loan and numerous layers of mezzanine debt held by a diversified lender group. Through extensive negotiations with all parties, Kirkland was able to avoid a Chapter 11 filing and secure an out-of-court recapitalization and debt-for-equity transaction.

• Strategic Hotels & Resorts, Inc. (Fairmont Scottsdale Princess) — Represented Strategic Hotels & Resorts, Inc. in the recapitalization of the Fairmont Scottsdale Princess pursuant to which a new joint venture was created between Strategic Hotels & Resort, Inc. and an affiliate of Walton Street Capital, L.L.C. The new joint venture invested cash and retired existing debt as part of a recapitalization transaction which restructured aggregate obligations of approximately $200 million.

Retail, Manufacturing, and Media

• Careismatic Brands, LLC — Representing Careismatic Brands, LLC and 21 of its affiliates (together, “Careismatic”) in their prearranged Chapter 11 cases filed in the United States Bankruptcy Court for the District of New Jersey. Careismatic leads the $3 billion domestic medical scrubs market with a portfolio of 17 brands and dominant positions in the wholesale and online segments. Careismatic commenced its Chapter 11 cases with support from 76% of holders of its first lien debt, 70% of holders of its second lien debt, and its current equity sponsor regarding a recapitalization transaction that eliminates approximately $830 million of prepetition funded debt in exchange of 100% of the equity of the reorganized company (subject to higher and better proposals via a marketing process) and provides the company with $125 million of additional liquidity in the form of a DIP-to-exit financing facility.

• PGX Holdings, Inc. — Representing PGX Holdings, Inc. and 11 of its affiliates (collectively, “PGX”) along with their associated law firm known as Lexington Law Firm (together with PGX, the “Debtors”) in their prearranged Chapter 11 cases filed in the U.S. Bankruptcy Court for the District of Delaware filed on June 4, 2023. The Debtors provide credit repair services and credit monitoring to approximately 130,000 customers. The Debtors had approximately $423 million of funded debt and were defendants in a lawsuit by the U.S. Consumer Financial Protection Bureau (the “CFPB”) seeking monetary damages in excess of $2.7 billion. Through the Chapter 11 cases, the Debtors raised $19.925 million in new-money debtor-in-possession financing, entered into two stalking horse purchase agreements (one for PGX and one for Lexington Law), conducted a comprehensive marketing process, negotiated a global settlement with the official committee of unsecured creditors, and settled their lawsuit with the CFPB. On September 28, 2023, the Debtors consummated two sale transactions by which the Debtors sold substantially all of their assets as a going concern to their stalking horse bidders.

• Whittaker, Clark & Daniels, Inc. — Representing Whittaker, Clark & Daniels, Inc. and its debtor affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of New Jersey. Whittaker was a leading producer of talc and other industrial compounds. Whittaker filed its Chapter 11 cases with the goal of equitably and efficiently resolve all valid current and future tort claims asserted against Whittaker and its debtor affiliates.

• 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. 

• Personalized Beauty Discovery, Inc. — Represented Personalized Beauty Discovery, Inc., maker of the IPSY “Glam Bag” and the “BoxyCharm”, on its recapitalization. The recapitalization was led by TPG Capital, a minority equityholder, and members of management. Kirkland advised on the Company’s credit facility amendment, tax matters and corporate governance.

• STX Filmworks, Inc. — Represented STX Filmworks, Inc. and its subsidiaries (“STX”), a film, television, and digital media production company, and STX’s corporate parent, Eros STX Global Corporation, in the stock sale of STX to an affiliate of The Najafi Companies for $158 million. In furtherance of the sale, Kirkland also represented two STX subsidiaries in connection with their surgical Chapter 11 filings to protect two of the company’s valuable assets from termination and avoid a “whole-company” Chapter 11 filing. Following the sale transaction, the two STX subsidiaries secured the orderly dismissal of their Chapter 11 cases with the consensual support of all economic stakeholders.  

• Array Marketing Canada Inc. — Represented Array Canada, a global leader in in-store merchandising services for retailers and brands, and its affiliates in a comprehensive out-of-court restructuring. The cross-border transaction closed in September 2021 and reduced Array’s leverage by more than 50%, increased liquidity, and extended its debt maturities. 

• Navient Solutions LLC — Represented Navient Solutions LLC in securing dismissal of an involuntary Chapter 11 bankruptcy proceeding filed in the Bankruptcy Court for the Southern District of New York. Navient is a leader in education loan management and business processing solutions for education, healthcare, and government entities. The Bankruptcy Court dismissed the involuntary case just two weeks after it commenced.

• Form Technologies, Inc. — Represented Form Technologies, Inc., a leading global group of precision component manufacturers, in a $1.2 billion comprehensive recapitalization and debt exchange transaction that eliminated approximately $240 million of total funded debt, including full repayment of Form Technologies’ second lien term loan, partial repayment of the first lien term loan, and an amendment and 3.5-year maturity extension of the $733 million the company’s first lien revolver and term loan debt. The transaction was funded through the proceeds of a $300 million new money preferred equity investment from its existing equity holders and certain of its lenders.

• The Aldo Group Inc. — Represented National Bank of Canada as debtor-in-possession lender in the Chapter 15 cases of The Aldo Group Inc. in the United States Bankruptcy Court for the District of Delaware. Aldo is a global leader in footwear fashion apparel with operations in over 100 countries.

• 99 Cents Only Stores LLC — Represented certain directors, stockholders and second lien lenders in the out-of-court recapitalization transaction of 99 Cents Only Stores, LLC and its affiliates (“99 Cents”). 99 Cents is a premier deep-discount retailer with over 350 stores in the United States, which carries a broad assortment of name-brand consumable and general merchandise. The recapitalization transaction resulted in the conversion of 100% of 99 Cents’ second lien debt and 92.1% of its third lien debt into new preferred and common equity, as well as a new cash equity investment of $34 million led by certain former third-lien lenders.

• 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.

• Macy’s, Inc. — Represented Macy’s, Inc. in connection with its recent $4 billion financing in response to impacts of the COVID-19 global pandemic. The transactions consist of a $2.8 billion ABL Facility and an additional $300 million bridge commitment secured by Macy’s inventory, and $1.3 billion bond offering secured by the company’s top mall assets and distribution centers. The proceeds of the financing will help Macy’s retire certain of its upcoming debt maturities and fund operations during the crisis.

• Neiman Marcus Group LTD LLC — Represented Neiman Marcus Group LTD LLC and affiliates in their pre-arranged Chapter 11 cases. The Company successfully completed its restructuring of over $5.5 billion of funded indebtedness in under five months. The restructuring plan was confirmed in September 2020, eliminated more than $4 billion of debt and more than $200 million of annual cash interest expense, and preserved more than 13,000 jobs. Neiman Marcus is the first retailer with over $5 billion of debt to reorganize under Chapter 11.

• 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 included 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 had the support of a majority of all holders of funded debt and leaves general unsecured creditors unimpaired.

• Toys“R”Us, Inc. — Represented Toys “R” Us, Inc. and several of its direct and indirect subsidiaries in one of the largest ever retail Chapter 11 filings in the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division. Following implementation of a strategy to effect a successful wind-down of operations in the United States and going concern sales and/or reorganizations of operations throughout the world, including Asia, led efforts to construct and implement global settlement agreements amongst all stakeholders and five distinct Chapter 11 plans.

• Barneys New York, Inc. — Represented 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.

• Sequa Corporation — Represented Sequa Corporation in its successful refinancing and out-of-court restructuring of approximately $1.9 billion of funded indebtedness. Pursuant to the consensual restructuring, Sequa obtained a significant new money investment, its senior credit facilities were refinanced in full, and over 90 percent of its unsecured notes were exchanged for new convertible preferred equity.

• Nebraska Book Company — Represented Nebraska Book Company, Inc., a college bookstore chain and textbook wholesaler, in its Chapter 11 restructuring. Nebraska Book provides new and used textbooks for college students and runs 280 stores located on or near U.S. college campuses. Through its wholesale division, Nebraska Book also sells to third-party distributors and on the Internet. As of the June 27, 2011 commencement of its Chapter 11 cases, Nebraska Book reported assets of approximately $657.2 million in book value and liabilities of approximately $563.9 million in book value.

• Masonite Corporation — Represented Masonite Corporation and its affiliates, one of the largest manufacturers of interior doors and entry door systems in the world, with 8,500 employees and annual revenue of approximately $1.8 billion, in their Chapter 11 cases. Masonite operates in 70 locations throughout North America, South America, Europe, and Asia. 

Telecommunications, Transportation, and Infrastructure

• Nordic Aviation Capital — Represented Nordic Aviation Capital Designated Activity Company and its subsidiaries in connection with their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Eastern District of Virginia. NAC, an Irish company, is the largest regional aircraft lessor in the world with more than 475 aircraft. With over $7.7 billion of liabilities, NAC was the largest Chapter 11 filing in 2021. 

• Frontier Communications Corporation — Represented Frontier Communications Corporation and its 103 debtor subsidiaries in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. With over $17.5 billion in outstanding funded debt, Frontier’s Chapter 11 cases were among the largest filed in 2020. Frontier, together with its subsidiaries, have over 4 million customers, and 18,000 employees across 29 states. The company’s prearranged plan, which was confirmed in approximately four months, effected a balance sheet restructuring that reduced the company’s outstanding funded debt by over $10 billion, carried broad stakeholder support and proposed unimpairment of all general unsecured creditors.

• Seabras 1 USA, LLC — Represented Seabras 1 USA, LLC and Seabras 1 Bermuda Ltd. in their Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. Seabras owns the first transoceanic submarine fiber optic cable system directly connecting the commercial and financial centers of North America and South America. Through this system, Seabras sells international broadband capacity between the U.S. and Brazil and leases fiber routes in New York to telecommunications companies, internet and cloud service providers, financial institutions, and other large enterprises.

• UAL Corporation — Represented one of the world’s largest airlines and certain affiliates, in all aspects of their complex Chapter 11 reorganization proceedings, among the largest bankruptcy cases ever filed. Particular areas of emphasis include: restructuring of pension and labor costs, negotiating and litigating approval of executive compensation programs, and assisting with the plan and exit process.

• ITR Concession Company LLC — Represented ITR Concession Company LLC (ITRCC), the operator of the Indiana Toll Road that stretches from Chicago to Ohio, in its prepackaged Chapter 11 plan of reorganization. The plan, which secured the unanimous support of ITRCC’s equity sponsors and nearly 99 percent of ITRCC’s senior secured creditors prior to its Chapter 11 filing, allowed ITRCC to restructure more than $6.01 billion of senior secured debt that was incurred in connection with the 2006 privatization of the Indiana Toll Road, one of the largest public infrastructure privatization transactions on record. 

• Contech Construction Products, Inc. — Represented Contech Construction Products, Inc. in connection with an out-of-court restructuring of approximately $770 million in funded indebtedness. Headquartered in West Chester, Ohio, Contech is a diversified civil engineering site solutions company that provides bridge, drainage, erosion control, retaining wall, sanitary, soil stabilization and stormwater solutions on a national scale. With the help of a highly integrated, multidisciplinary Kirkland team (including attorneys from Kirkland’s restructuring, debt finance, corporate, and tax departments), Contech successfully completed a comprehensive balance sheet restructuring, amending the terms of the company’s $450 million senior secured term loan, amending and extending the terms of the company’s $100 million senior secured revolving credit facility, eliminating $221 million in unsecured indebtedness in a debt for equity exchange, and providing existing equity with a 15 percent ownership stake in the reorganized company.

• South Bay Expressway, L.P. — Represented South Bay Expressway in its Chapter 11 restructuring. South Bay Expressway developed and operated a four-lane, nine-mile express toll road that extends from Spring Valley to Otay Mesa in Southern California. As of the March 22, 2010 commencement of its Chapter 11 cases, South Bay Expressway had approximately $640 million in book value of total assets and approximately $570 million in book value of total liabilities. 

Distressed Investments and Acquisitions

• KPS Capital Partners, LP — Represented KPS Capital Partners, LP (“KPS”) as DIP lender, stalking horse bidder, and ultimate purchaser of Briggs & Stratton Corp. and its affiliates (“Briggs & Stratton”). The $550 million acquisition was approved in Briggs & Stratton’s Chapter 11 cases in the Bankruptcy Court for the Eastern District of Missouri. 

• Rosehill Resources Inc. — Represented second lien noteholders and certain preferred shareholders in the prepackaged Chapter 11 cases of Rosehill Resources Inc. and Rosehill Operating Company, LLC (“Rosehill”). Rosehill is an independent oil and natural gas exploration and production company with assets in the Permian Basin. The prepackaged Chapter 11 plan resulted in the conversion of Rosehill’s new-money DIP financing (which was led by the second lien noteholders and certain other prepetition creditors), prepetition second lien notes and certain prepetition unsecured debt into new common equity in Rosehill.

• Furie Operating Alaska, LLC — Represented private equity / creditor investment fund in connection with a term loan facility and debtor in possession financing facility in the Chapter 11 cases of Furie Operating Alaska, LLC, Cornucopia Oil & Gas Company, LLC, and Corsair Oil & Gas LLC.

• Savers, LLC — Represented TPG Capital, L.P. and Leonard Green and Partners, L.P. as stockholders and Board directors in Savers, LLC and its affiliates’ (“Savers”) out-of-court deleveraging transaction. Savers is a for-profit, thrift retailer that offers a wide range of clothing, accessories, and household goods in it its stores across the United States, Canada, and Australia. The transaction resulted in the consensual, out-of-court equitization of $300 million in funded debt and refinancing of $700 million in secured debt, and an equity investment of $165 million.

• Macquarie Capital — Represented Macquarie Capital as a postpetition lender to a Chapter 11 debtor.

• Navistar, Inc. — Represented Navistar, Inc. in its acquisition of substantially all of the assets of Monaco Coach Corporation through a sale pursuant to section 363 of the Bankruptcy Code in Monaco’s Chapter 11 cases.

• Monomoy Capital Partners — Represented Monomoy Capital Partners in potential acquisitions of distressed companies.

• USG Corporation — Represented a consortium of investors in negotiating and litigating the consortium’s alternative proposal to provide equity backstop financing for USG Corporation’s proposed rights offering.

Law Offices, Stephen J. Haszto, Managing Attorney, Safeco Insurance Company, 2002–2003

Winner, Wixson & Pernitz, 1999–2001