Melissa N. Koss - Partner

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Melissa N. Koss

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Phone: +1 312-862-2272
Fax: +1 312-862-2200
Overview News

Professional Profile

Melissa Koss is a restructuring partner in Kirkland's Chicago office.

Representative Matters

Cenveo, Inc. ― Representing Cenveo, Inc. and its domestic subsidiaries in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. Cenveo, Inc. is a leading global provider of print and related resources headquartered in Stamford, Connecticut with a worldwide distribution platform. Cenveo commenced its Chapter 11 restructuring in connection with its entry into a Restructuring Support Agreement with noteholders representing over 50% of its first lien debt and related agreements with certain of its prepetition secured creditors to provide up to $290 million in debtor-in-possession financing. These agreements will provide up to $100 million in incremental liquidity to support Cenveo, Inc.’s operations and permit Cenveo, Inc. to expeditiously complete its reorganization.

Answers Holdings, Inc. ― Represented Answers Holdings, Inc. and certain of its subsidiaries in their prepackaged Chapter 11 cases. Answers is a leading global provider of high quality internet content and cloud-based customer solutions, and operates as three principal business divisions: Multiply; ForeSee; and Webcollage. The Chapter 11 cases delevered the company by $471.4 million representing over 86% of its funded debt obligations. As a result of forging consensus with approximately 90% of its creditors prior to the Chapter 11 cases, Answers’ Chapter 11 plan received unanimous support from its voting creditors and was confirmed in only 32 days.

Peabody Energy ― Co-representing an ad hoc committee of unsecured noteholders of Peabody Energy Corporation, the world’s largest publicly traded, private-sector coal company, in its Chapter 11 cases, which will address approximately $8.8 billion in funded debt obligations and other legacy liabilities. The ad hoc committee members collectively hold approximately $2.0 billion of unsecured note claims and certain of the members are lenders within the debtors’ DIP facility.

Pacific Sunwear of California, Inc. ― Represented certain affiliates of Golden Gate Capital in their capacities as term loan lenders (“Golden Gate”) in connection with the Chapter 11 cases of Pacific Sunwear of California, Inc. and its debtor affiliates (“PacSun”). Golden Gate sponsored a plan of reorganization, pursuant to which it converted its roughly $88.1 million term loan claim against PacSun into 100 percent of PacSun’s equity and a new $30 million “first out” term loan. Golden Gate also infused $20 million of new money in the form of a new “last out” term loan. The plan paid key vendors in full and, unlike other struggling retailers, did not require large-scale store liquidations. PacSun, an apparel retailer focusing on teens and young adults, operates over 500 retail locations nationwide and features a mix of proprietary and branded merchandise related to action sports, fashion, art, and musical influences of the California lifestyle.

Caesars Entertainment Operating Co. Inc. ― Representing 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.

UMB Bank ― Represented UMB Bank in its capacity as trustee in connection with the out-of-court restructuring of approximately $127 million in bonds issued by Thomas Jefferson School of Law, an ABA accredited law school located in San Diego, California, and secured by a state-of-the-art campus building, which has won several architectural and technical awards as well as U.S. Green Building Council LEED Gold certification. The restructuring, which was supported by nearly 90% of the bondholders, was effectuated out-of-court through a deed-in-lieu transaction, whereby the bondholders acquired the building via a newly-formed corporate entity, which then leased the building back to the school. This out-of-court transaction structure maximized bondholder recoveries, eliminated nearly $87 million in debt, and enabled the school to maintain eligibility for critical Department of Education Title IV student loan funding, which preserved value for stakeholders.

Coldwater Creek Inc. ― Represented certain affiliates of Golden Gate Capital in their capacity as secured lenders in connection with the Chapter 11 cases of Coldwater Creek Inc. and its debtor affiliates. At the time of its Chapter 11 filing, Coldwater, a multi-channel specialty retailer, operated operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States.

Cengage Learning, Inc. — Representing Cengage Learning, Inc., a leading educational content, software and services company for the academic, professional and library markets worldwide, in its prearranged Chapter 11 case. With annual revenues of approximately $2 billion, the company has approximately 5,200 employees with operations in more than 20 countries worldwide. Cengage is seeking to restructure its balance sheet and significantly reduce its approximately $5.8 billion of outstanding debt to better position itself for long-term growth and profitability. To this end, prior to its Chapter 11 filing, Cengage entered into a restructuring support agreement with an ad hoc committee of first lien lenders holding approximately $2 billion of the Company's first lien debt, whereby the lenders committed to support a restructuring transaction that will eliminate more than $4 billion in debt from Cengage's balance sheet.

Revel AC, Inc. — Represented Revel AC, Inc. and certain of its affiliates ("Revel") in all aspects of its prepackaged Chapter 11 reorganization proceedings before the United States Bankruptcy Court for the District of New Jersey. Revel is a state of the art hotel and gaming facility unlike any other in Atlantic City, featuring approximately 1,400 rooms, more than 130 table games, a poker room with 37 tables, and approximately 2,400 slot machines. Kirkland assisted Revel in deleveraging its balance sheet by 82 percent, by converting approximately $1.2 billion of debt into equity. This deleveraging took place pursuant to a prepackaged plan of reorganization, which was supported by a majority of Revel's lenders, received unanimous support from creditors voting on the prepackaged plan, and provides for payment in full of all general unsecured claims. Additionally, Kirkland assisted Revel in obtaining $250 million in debtor-in-possession financing, and securing approximately $360 million in exit financing.

Conexant Systems, Inc. ― Represented Conexant Systems, Inc., and its domestic affiliates ("Conexant") in its Chapter 11 reorganization proceedings before the United States Bankruptcy Court for the District of Delaware. Conexant is a market leader in the microchip industry and provides innovative technology to some of the world's largest consumer and commercial electronics manufacturers. Kirkland assisted Conexant in consummating a consensual prearranged restructuring, which involves the exchange of approximately $195 million in secured debt for equity in the reorganized company, allowing Conexant to significantly deleverage its capital structure. Additionally, Conexant, with the assistance of Kirkland, was able to successfully negotiate a consensual resolution with the official committee of unsecured creditors, which resolved all of the committee's potential objections to the prearranged plan and provides for a recovery to unsecured creditors. Kirkland also assisted Conexant in utilizing the restructuring process to shed its burdensome real estate leases and streamline operations, resulting in significant annual cost savings. In addition, Kirkland is representing various foreign affiliates of Conexant in connection with their insolvency proceedings pending in the United Kingdom and Germany.

Global Aviation Holdings Inc. ― Represented Global Aviation Holdings Inc. 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.

Neways ― Represented Neways Enterprises, a world-wide leader in 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, which 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.

Kerzner International Holdings Limited ― Represented this leading international developer and operator of destination resorts, casinos and luxury hotels in connection with its out-of-court restructuring of more than $3 billion of indebtedness, including more than $2.5 billion of indebtedness in a commercial mortgage backed security structure. Kerzner's flagship brand is Atlantis, which includes Atlantis, Paradise Island, in The Bahamas, as well as The Cove Atlantis and The Reef Atlantis in The Bahamas and Atlantis, The Palm, Dubai, a water-themed resort on The Palm, overlooking the Arabian sea and mainland Dubai. Under the One&Only brand, Kerzner also manages seven of the top-rated luxury resort properties in the world, located in The Bahamas, Mexico, Mauritius, the Maldives, South Africa and Dubai. Additionally, the Mazagan Beach Resort, a 500-room destination casino resort in Morocco, is also operated by Kerzner.

Orchard Brands/Appleseed's ― Represented Appleseed's and 27 of its affiliates, a leading multi-channel marketer of apparel and home products focused on serving the needs of women and men over the age of 55, in their prenegotiated Chapter 11 cases, which restructured approximately $725 million in funded indebtedness through a debt-for-equity exchange in less than 90 days.

Chemtura Corporation ― Represented one of the largest publicly traded specialty chemical companies in the United States, with 5,000 employees worldwide and 2008 revenue of $3.5 billion, in its Chapter 11 reorganization in the Southern District of New York.

Lavie Care — Represented Lavie Care Centers, a family of quality skilled nursing and rehabilitation centers located in 16 states across the United States, in connection with a sale of the company.

Pro Bono Matters

Asylum Representation — Successfully secured asylum in the United States for a client fleeing political persecution in Nepal.

Other Distinctions

Assistant Professor — "Realizing Value in Corporate Restructurings: Distressed Investing, Distressed Lending, and Private Equity," Wake Forest University School of Law, Spring 2012

Assistant Professor — "Distressed Investing, Lending and Private Equity," Benjamin N. Cardozo School of Law, Fall 2010, Fall 2011 and Fall 2012

Recipient, Kirkland & Ellis LLP Pro Bono Service Award, 2011 and 2012


United States District Court for the Southern District of New York

United States Bankruptcy Court for the Southern District of New York

United States Bankruptcy Court for the Eastern District of New York

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