CorporateRestructuring

The Corporate Restructuring Group at Skadden provides innovative
solutions to clients involved in distressed company situations, allowing
clients to enhance value, minimize costs and properly position themselves
for the future.

We represent troubled companies, boards of directors, management, owners, creditors, lenders, investors and acquirors in thefull spectrum of in- and out-of-court restructuring transactions,
including financial recapitalizations, business reorganizations,acquisitions and liquidations. Our lawyers also advise on insolvency
issues in corporate and financing transactions and on all aspects ofdistressed debt trading and securities issues. A substantial aspectof our practice focuses on avoiding and/or mitigating the adverse
effects of liquidity or other crises through liability management andcontingency planning. In addition, our presence in Europe, Asia andSouth America allows us to address clients’ needs in the context ofinsolvency and bankruptcy regimes around the world.
We pride ourselves on being innovators and developing original, practical and efficient strategies to address a variety of unique challenges
faced by clients. Our work is frequently recognized in respectedindustry publications and rankings:- Ranked in the top tier for Bankruptcy by Best Lawyers Best LawFirms.
- Matters recognized in the annual Successful Restructurings series
published by Turnarounds & Workouts.
- Awarded Restructuring of the Year by LatinFinance in 2022.
- Listed in the GRR 30, a ranking of the world’s top 30 firms forcross-border restructuring and insolvency advice.
Skadden has been at the forefront of numerous groundbreaking
restructurings, often creating novel and efficient solutions for ourclients in large and complex domestic and cross-border restructurings.

Experience

Skadden has been at the forefront of numerous groundbreaking
restructurings, often creating novel and efficient solutions for ourclients in large and complex domestic and cross-border restructurings.
Prepackaged and Prearranged Chapter 11 Cases

Skadden pioneered the use of “prepackaged” and “prearranged” bankruptcy techniques to quickly and cost-effectively restructure troubledcompanies. In these cases, the terms of a company’s restructuring areagreed upon with a preponderance of creditors prior to filing for Chapter 11, resulting in minimal time in bankruptcy and significant savingsin fees. Our prepacks have set records for size, speed, complexity andcreativity, and we continue to set precedents by finding new ways
to efficiently restructure companies. Some of our most significant
prepackaged and prearranged representations have included:- Atlas Resource Partners, L.P. in the first prepackaged restructuringof a publicly traded master limited partnership- Blue Bird Bus Co. in its 32-hour prepack- Central European Distribution Corporation in the first-everprepackaged Chapter 11 restructuring of Hungarian, Polish,Russian and Ukrainian businesses- CIT Group Inc. in the largest-ever prepackaged bankruptcy solicitation- Global Corporation in its $600 million, 38-day prepackaged Chapter 11 reorganization- Grove Worldwide LLC in its $600 million prearranged Chapter 11reorganization

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Corporate Restructuring
Continued- Jackson Hewitt Tax Services, Inc. in one of the only prenegotiatedChapter 11 reorganization cases that also discharged prepetitionand consumer class action litigation- Herbst Gaming, Inc. in its $860 million prearranged Chapter 11bankruptcy- Mark IV Industries, Inc. in its prenegotiated Chapter 11 reorganization- Millennium Health, LLC in its prepackaged Chapter 11 case andrestructuring, which resulted in the reduction of $2.1 billion ofdebt and resolution of a U.S. Department of Justice investigationthat threatened its Medicaid/Medicare billing privileges- MGM Studios in its $4 billion prepack, consummated in less than
30 days- NTL Incorporated in its $10.6 billion restructuring implementedthrough a prearranged Chapter 11 filing and parallel administrations in the U.K.
- Perfumania, Inc. in a going-private transaction pursuant toprepackaged Chapter 11 restructuring- RCN Corporation in its prepackaged Chapter 11 restructuring of
more than $3.5 billion of debt
- Roust Corporation in one of the fastest billion-dollar prepackaged
restructurings in history- Specialty Foods Corporation in an innovative and highly successful exchange offer coupled with an auction of its businesses
through a follow-on prepackaged Chapter 11 case
- Spectrum Brands, Inc. in one of the only prearranged cases involving litigation over reinstatement of prepetition debt
- Quiksilver, Inc. in its prearranged Chapter 11 reorganization- Vertis, Inc. in one of the first prepackaged restructurings thatincorporated a prefiling private rights offering

Traditional Chapter 11 and Cross-Border Cases

Our groundbreaking work also extends to traditional, non-prepack
Chapter 11 representations, including providing some of the mostcreative solutions on behalf of debtors, lenders, buyers and otherconstituents in large, complex cases. Selected examples include:
Large-Cap Cases- SunEdison, Inc. in the largest Chapter 11 case filed in 2016 and its
successful emergence from bankruptcy- Concordia International Corp. in a first-of-its-kind $3.7 billion
cross-border recapitalization transaction- Key Safety Systems in its acquisition of substantially all of theglobal assets and operations of Takata Corporation in cross-border
restructuring proceedings in the U.S., Japan and Canada- Bank of America, as administrative agent, in the high-profile andcomplex restructurings of Sears, Toys “R” Us, Algeco Scotsman
Group and VER Technologies- Barclays Bank in connection with its roles as pre- and post-petition lender and agent under various multibillion-dollar financing
facilities with Ditech Holding Corporation- Stearns Lending in its Chapter 11 restructuring involving $1.3
billion of debt
- Black Diamond Capital Management, L.L.C. in the sale of Empire
Generating to an entity controlled by Black Diamond and confirmation of a related “no impairment” plan of reorganization over
the objection of certain minority lenders- Toshiba in its capacity as controlling shareholder and criticaldriver of the multibillion-dollar restructuring of Westinghouse
Electric Company in its Chapter 11 case- Quantum Pacific as majority shareholder of Pacific Drilling in its
Chapter 11 case- William A. Brandt, Jr., as Chapter 11 trustee of CFG Peru Investments Pte. Ltd., a significant Peruvian anchovy fishing operation,involving $1.1 billion of debt
- ad hoc second lien lenders in Peabody Energy’s restructuring
involving $5 billion of debt
- the independent director of Samson Resources in its Chapter 11restructuring involving $4 billion of debt
- Delphi Corporation in connection with the restructuring of morethan $22 billion in liabilities

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Corporate Restructuring
Continued- Kmart Corporation in the largest Chapter 11 reorganization bya retailer in U.S. history and one of the largest public company
restructurings ever
- LyondellBasell Industries in its restructuring, which included an$8.5 billion debtor-in-possession financing, the largest at the time
- Refco, Inc. in one of the largest securities and commodities broker
liquidations and related litigations in U.S. history- Centro Properties in the first-ever out-of-court cross-border
restructuring involving U.S. and Australian entities- the official unsecured creditors’ committee of AMR Corporation,
the parent company of American Airlines Inc., in the company’s$11 billion merger with US Airways Group, Inc. as part of AMR’s
Chapter 11 reorganization

Out-Of-Court Workouts and Restructurings

A significant part of the Corporate Restructuring Group’s practice
involves representing companies in out-of-court debt restructuringsand other liability management transactions, often involving billionsof dollars of publicly and privately held debt securities. We have
handled restructurings undertaken not only by financially distressedcompanies, but also by healthy companies seeking to recapitalizeor restructure operations, or retire debt at a discount. These transactions have involved refinancings or renegotiations of privately
held debt, tender or exchange offers for publicly held debt securities, solicitations of bondholder consents to covenant relief, cash
infusions from existing or new investors, and asset sales or spin-offs.
Examples of these representations include:- AliphCom

Mid-Cap Cases- BCBG Max Azria- Exide Technologies in its successful Chapter 11 restructuring of
more than $600 million of debt- DSW Group- Melinta Therapeutics, Inc. in its Chapter 11 reorganization- Nautilus Holdings Limited in its Chapter 11 case involving $770
million of debt
- New Cotai in its Chapter 11 restructuring involving $850 millionof debt

- Evergreen International Aviation- Globalstar- Hanley-Wood- Intrawest- iPayment- Sciens Capital Management as controlling stockholder in connection with the Chapter 11 case of Colt Defense- Marsico Capital Management- Syms Corp. and Filene’s Basement in their Chapter 11 cases- Tele Columbus- Synergy Pharmaceuticals Inc. in its Chapter 11 case, including thesale of substantially all of its assets to Bausch Health Companies Inc.

- Travelport- Triangle USA Petroleum Corporation in its Chapter 11 restructuring and associated litigation with its midstream-services provider- TridentUSA Health Services in its successful Chapter 11 reorganization that de-levered the company’s balance sheet by $600
million- Ryckman Creek Resources, LLC in its Chapter 11 restructuring
and successful sale to a public utility company- the Portland Trailblazers- WeWork
M&A in Bankruptcy

Using Section 363 of the Bankruptcy Code to sell or buy a troubled
company’s assets quickly to eliminate or reduce legacy liability
burdens has been an area in which Skadden’s M&A capabilities
have helped define industry standards — particularly where enterprise value is eroding rapidly. Notable transactions include:- B. Riley & Co., LLC in a bid for the purchase of substantially allof the assets of Golfsmith International Holdings- Borealis Infrastructure Management and Abertis Infraestrucuras,
as part of a consortium, in its multibillion-dollar bid to acquire theIndiana Toll Road

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Corporate Restructuring
Continued- Deloitte in its acquisition of substantially all of the assets ofMonitor

Our international corporate restructuring representations also
include:- DISH Network Corporation in its $1.4 billion acquisition of 100%of the equity of DBSD North America, Inc.

- Brunswick Rail Limited (Russia)- HCP, Inc in its proposed joint venture stalking horse bid andSection 363 sale of Life Care St. Johns, Inc.’s Glenmoor continuing care facility- the province of Carinthis (Austria) and Kaerntner Ausgleichszahlungs-Fonds, a special purpose vehicle set up by the province- China Fishery Group Limited (Peru, Singapore, China, CaymanIslands)- Highbridge Capital Management as DIP lender and stalking horsebidder in the Chapter 11 case of Pernix Therapeutics- Danaos Corporation (Greece)- Highview Capital in its acquisition of substantially all of the assetsof Katy Industries- Excel Maritime Carriers, Ltd. (Greece)- EMAS CHIYODA Subsea Limited (Singapore)- Ipsen Pharma SAS in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc. and the sale of certain drug patents- Hidili Industry (China)- Irish Bank Resolution Corporation in the disposition of €5 billionof assets in the U.S.

- USIMINAS (Brazil)- Petrol Jersey Limited (Channel Islands)- The National Hockey League in its acquisition of the Phoenix
Coyotes- Ryan Kavanaugh, CEO and founder of Relativity Media, in theacquisition of most of the company’s assets
Cross-Border Restructurings

Our Corporate Restructuring Group is highly experienced inhandling challenges that arise in restructuring transactions forcompanies with operations around the world and across multiple
jurisdictions.
We were innovators in the use of English law schemes of arrangement for foreign companies as an alternative to local restructuring
and insolvency options, including in our representations of RoustTrading Limited (in the first restructuring of a foreign bank (RussianStandard Bank) through a scheme of arrangement) and TORM A/S(in which we combined a debt restructuring and merger of a Danishlisted company under the umbrella of a scheme of arrangement).
The use of schemes of arrangement in these transactions allowed
the implementation of a restructuring transaction without thecommencement of insolvency proceedings, thereby maximizing thedebtor’s flexibility and control.

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