Restructuring

RestructuringSocial Sector Finance Brochure

Orrick advises clients worldwide in all types of restructuring matters.  Our global restructuring team has first-hand knowledge of the cultural, regulatory and legal landscapes in every major international jurisdiction.

Our lawyers have advised creditors, debtors, committees, lenders and other related parties on restructuring matters in the United States, Germany, France, Italy, the United Kingdom, China, Japan and Korea.

We have successfully represented clients in some of the largest bankruptcy and out-of-court restructuring cases, including General Motors, Chrysler Corporation, Lehman Brothers, Enron, Stone & Webster, Inc., W. R. Grace & Co., United Airlines, Quebecor World Finance, Nortel Networks, Abitibi-Bowater and Chemtura Corporation.

Clients appreciate our high standards and business perspective to manage their most complex cases and succeed in matters that cross geographical borders around the world.

In addition to providing day-to-day restructuring advice to leading global companies, our team represents creditors, debtors, lenders and other parties in some of the most significant bankruptcy cases and out-of-court restructurings in a variety of industries.

Bank of Nova Scotia. Represented the Bank of Nova Scotia, as Agent under a loan facility to Reinforced Plastic Systems, Inc. The Bank sought to foreclose on collateral pledged by the borrower, including the equity interests of various subsidiaries. Prior to the bankruptcy filings, Orrick exercised stock pledges, replaced the boards of certain subsidiaries and issued new shares, thus preventing key subsidiaries from filing for bankruptcy and allowing the client to assume rightful control of the assets.

Bank of Nova Scotia. Represented the Bank of Nova Scotia as agent under a credit facility to Bowater Canadian Forest Products Inc. The engagement includes representing the agent in the cross-border Canadian/U.S. bankruptcy case.

BrightSource Energy. Represented BrightSource Energy as successful bidder under Section 363 of the Bankruptcy Code for the Palen Project solar power facility of Solar Trust.

Citigroup Financial Products Inc. Represented Citigroup in the purchase, sale and restructuring of claims, loans and/or leases relating to over 60 aircraft for American Airlines, Inc.

City of Stockton, California. Represented the City in preparing for, and then subsequently filing, its Chapter 9 bankruptcy case, including representing the city in the 90-day statutory mediation process which preceded the bankruptcy case. Orrick worked with the City to prepare a detailed proposal to restructure the material claims against the city, including the City’s bond obligations, many of which were insured, long-term liabilities (including pension, healthcare and labor), large judgments, injunctions, leases and other major claims. While preparing a pre-bankruptcy plan and negotiating with creditors, we also worked simultaneously on preparing the City’s Chapter 9 bankruptcy petition. Orrick helped the City win a significant and cutting-edge bankruptcy court ruling upholding the City’s pre-bankruptcy unilateral reduction and phased out elimination of retiree health benefit payments over the objection of the association of retired City employees. Orrick recently won another ruling on an issue of first impression, i.e., whether a Chapter 9 debtor may enter into settlements with creditors during the pendency of the case without court approval. Finally, following a three-day evidentiary hearing, the bankruptcy court overruled objections filed by four institutional lenders and ruled that Stockton was eligible for Chapter 9 relief.

City of Vallejo, California. Represented the City of Vallejo, California in filing its Chapter 9 case in 2008. At the time, Vallejo was the largest California municipality to seek bankruptcy relief since Orange County. We worked with the City to prepare a detailed proposal to restructure each creditor claim, including the City’s debt obligations, long-term liabilities (including pension, healthcare and labor), leases and other major claims. While preparing a pre-bankruptcy plan and negotiating with creditors, we also worked simultaneously on preparing the City’s Chapter 9 bankruptcy petition. Orrick was named "Dealmakers of the Year" by American Lawyer in connection with our work on this matter.

Congoleum Corporation. Represent the court-appointed future claimants’ representative in connection with the Chapter 11 proceedings of Congoleum Corporation, a flooring manufacturer, and its affiliates. We are actively involved in all aspects of the complex and extremely litigious case, including plan confirmation issues, valuation issues and insurance coverage matters.

Cooper Industries, Ltd. Represented Cooper Industries and its affiliates as principal creditors and holders of an indemnity claim of more than US$480 million, involving the restructuring proceedings of Federal-Mogul Corporation, a worldwide manufacturer and distributor of automotive products.

Tronox. Represented Exxaro Australia Sands Pty Ltd. and certain of its affiliates in the Chapter 11 bankruptcy cases of Tronox LLC, its indirect parent Tronox Incorporated and direct and indirect debtor and non-debtor affiliates of Tronox LLC (collectively, Tronox). Orrick represented Exxaro in preserving its preemption rights, which were triggered by Tronox’s attempted sale of substantially all of its assets under Bankruptcy Code Section 363, which sale motion was withdrawn by Tronox. Orrick also advised Exxaro with respect to the restructuring of Tronox, including the resolution of the legacy environmental liabilities, and continues to represent Exxaro Resources Ltd. in the combination of part of its mining business with Oklahoma City-based pigment producer, Tronox Incorporated. Tronox emerged from bankruptcy with a net equity value of approximately US$1.1 billion.

Fidelity National Special Opportunities, Inc. Represented Fidelity National Special Opportunities with its purchase of the Village Inn and Bakers Square restaurant businesses from VICORP Restaurants, Inc. and VI Acquisition Corp. in a Section 363 sale.

Lehman Brothers. Advising corporate and financial counterparties in the Lehman Brothers bankruptcy cases and in the administration of Lehman Brothers International Europe.

NVIDIA Corporation. Defended NVIDIA in trial of fraudulent transfer and successor liability action brought by the bankruptcy trustee of 3dfx arising from NVIDIA’s 2001 acquisition of assets from 3dfx Interactive, Inc.

Potomac Electric Power Company ("Pepco"). Defended Pepco in complex, cutting-edge litigation concerning the ability of Mirant Corporation, a debtor power generator, to reject electric power contracts.

Pueblo of Pojoaque. Represent the Pueblo of Pojoaque Tribe in the out of court restructuring of US$265 million in bonds issued by the tribe to fund construction of its Buffalo Thunder Resort & Casino. This restructuring is ongoing.

Quebecor World Finance. Represent ABN AMRO as Agent in restructuring and defeasance of a US$475 million securitization loan facility to Quebecor World Finance.

Ritchie Risk-Linked Strategies. Represented ABN AMRO with respect to approximately US$500 million in pre-petition secured loans and debtor-in-possession loans to Ritchie Risk-Linked Strategies, an SPV created to purchase life settlements.

The Royal Bank of Scotland Group plc and ABN AMRO Bank N.V. Represented the Royal Bank of Scotland and ABN AMRO Bank N.V. in connection with a US$400 million debtor-in-possession revolving and term loan credit facility to Chemtura Corporation, a global manufacturer of specialty chemicals.

Shook & Fletcher Insulation Co. Represented a nationwide industrial insulation contractor in its successful pre-packaged bankruptcy proceeding in Alabama, one of the first in the country to use section 524(g) of the Bankruptcy Code to resolve otherwise crippling asbestos liabilities. Since confirmation of our client’s plan of reorganization, the restructured company has continued in business as a profitable enterprise, without the overhang of long-term liabilities.

South Bay Expressway, L.P. Represented the bank syndicate members in connection with the Chapter 11 bankruptcy case of South Bay Expressway, L.P. (SBX), the toll road operator of the 9-mile express toll road in San Diego and the first P3 toll road project to seek bankruptcy relief. The case involved the restructuring of US$560 million in loans that had been extended. Orrick also represented SBX in connection with its post-emergence sale of the toll road to SANDAG.

Stone & Webster, Inc. Represented the Official Committee of Unsecured Creditors in the Chapter 11 cases of Stone & Webster, an international engineering and construction enterprise with 72 subsidiaries. Orrick continues to represent the SWE&C Liquidating Trust to resolve claims against Stone & Webster Engineers & Constructors, Inc. and its direct and indirect subsidiaries totaling in excess of US$1 billion.

Tenaska. Represented Tenaska as bidder for the sale under Section 363 of the Bankruptcy Code of the Batesville LSP Energy combined cycle power facility.

Unofficial Committee of General Motors Dealers. Represent the Unofficial Committee of General Motors Dealers in connection with the bankruptcy proceedings of General Motors Corporation (GM). Orrick also assisted a number of other parties related to this bankruptcy, including Hella KGaA (addressing its long term supply contracts for component parts) and Fisker Automotive (in its acquisition of a shuttered GM plant in a Section 363 sale).

Wells Fargo. Represented Wells Fargo as the agent for the secured creditors of Claim Jumper Restaurants in Claim Jumper’s Chapter 11 case in Delaware. The creditors have received about twice as much as was anticipated when the Chapter 11 case was filed last September. We also represented the secured lenders and the debtor-in-possession lenders.

Wilmington Trust, N.A. Acted as agent’s counsel for Wilmington Trust in connection with the bankruptcy case of affiliated landowners and developers in North Las Vegas.

Wilmington Trust, N.A. Acted as agent to the second lien lenders to November 2005 Land Investors LLC.

W.R. Grace & Co. Represented the court-appointed future claimants' representative in the ongoing Chapter 11 case of this worldwide chemical company, with estimated present and future tort claims in excess of US$3 billion.

Structured Products. Advising on some of the most significant and complex mandates in the financial markets, including Sigma Financial Corporation, Cheyne Finance Plc, Whistlejacket Capital Ltd. and Rhinebridge Plc.

A major northeast utility. Represented a major northeast utility, as borrower, in planning for a potential Chapter 11 to address its substantially below market long-term power sales contract portfolio. The filing was averted late in the planning process through legislative relief.

A privately owned manufacturer for the do-it-yourself (DIY) industry. Represented a privately owned manufacturer for the DIY industry in a prepackaged Chapter 11 restructuring of US$300 million of bonds and substantial trade debt, in one of the quickest prepackaged cases filed in Delaware (43 days from filing to exit). Following confirmation of our client’s plan of reorganization, the restructured company returned to profitability with an appropriate debt structure and increasing revenues and margins.

One of the largest individual real estate developer Chapter 11 cases in the country. Served as debtor’s counsel in one of the largest individual real estate developer Chapter 11 cases in the country, with interests in more than 150 real estate owning partnerships with over US$1 billion in guaranteed debt addressed through both individual and related entity Chapter 11 filings, resulting in successful confirmation of plans of reorganization for the individual developer and for his valuable real estate-owning partnerships.

One of the nation’s largest public private partnerships (P3). Currently representing the borrowers and sponsors of one of the nation’s largest P3 projects in the transportation sector. Orrick is providing pre-bankruptcy and bankruptcy counseling in connection with this multi-billion dollar workout.

One of the nation’s leading clean technology automotive companies. Providing pre-bankruptcy and bankruptcy counseling to one of the nation’s leading clean technology automotive companies.

50 individual real estate owning entities. Represented over 50 individual real estate owning entities (commercial, industrial and multi-family), as borrowers, in successful out-of-court work-outs and Chapter 11 restructurings. These cases ranged in size and complexity from single asset-owning entities with liabilities under US$100 million to multiple related entities with liabilities collectively in excess of US$500 million. In each case, there were complex financing and collateral arrangements, disputes over the scope of the secured parties’ liens and right, and intense negotiations focused on achieving consensual restructurings. All were ultimately resolved through consensual restructurings or successful litigation leading to confirmation of a plan of reorganization.

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