Creditor Representations

Weil represents an ad hoc group of unsecured and second lien holders with over $1.1 billion of notes issued by SandRidge Energy, Inc., a petroleum and natural gas exploration company headquartered in Oklahoma City. SandRidge filed for chapter 11 in May 2016 with $4 billion in debt – one of the year’s largest bankruptcies – approximately four months after commencing negotiations with Weil and the ad hoc group of noteholders. Weil was instrumental in improving recoveries for the noteholders while ensuring that SandRidge had the benefit of a pre-arranged chapter 11 restructuring that preserved the ongoing viability of the business and shortened the length of the bankruptcy.

Representation of the steering committee of the holders of the 12% second lien notes of DirectBuy Holdings, Inc., including Bayside Capital, Inc., in the out-of-court restructuring of private equity-owned DirectBuy, a North American consumer membership-based buying service. With the assistance of Weil, the steering committee successfully negotiated an agreement to recapitalize DirectBuy’s balance sheet by converting a substantial portion of its notes (totaling $335 million in principal) into equity and agreeing to provide new financing. As part of its engagement, Weil also provided advice on litigation and regulatory matters.

Representation of Chase Bank USA, National Association in the chapter 11 cases of Circuit City Stores, Inc. and its affiliates. On behalf of Chase, Weil negotiated a stipulation to help protect Chase’s rights under a prepetition consumer credit card program agreement as Circuit City attempted to reorganize. When Circuit City’s reorganization efforts failed, Weil, on behalf of Chase, moved to compel Circuit City to reject the agreement, and ultimately negotiated a second stipulation pursuant to which Circuit City rejected the agreement, resulting in Chase being able to file proofs of claim against Circuit City for over $30 million in rejection damage claims.

Representation of Citi in various capacities in connection with the following matters:

• CIT Group: Representation of Citi as administrative agent for two revolving credit facilities totaling $3.1 billion and of Citibank (China) Co. Ltd, Shanghai Branch (Citi China) as administrative agent for a RMB 3 billion China-based equipment finance facility in the chapter 11 cases of CIT Group and its affiliates. Weil helped negotiate CIT Group’s prepackaged plan on behalf of Citi, in which the lenders received notes plus shares of newly issued common stock, resulting in a recovery of 70%. Weil’s representation of Citibank (China) resulted in that facility being cash collateralized for all amounts outstanding under the facility.
• Patriot Coal Corporation: Representation of (i) Citicorp North America, Inc., as joint lead arranger and joint bookrunner with another financial institution and (ii) Citibank, N.A. as administrative agent, in connection with $500 million superpriority senior secured debtor in possession new money, first out credit facility for Patriot Coal Corporation and its affiliated debtors in their chapter 11 cases. Prior to the commencement of the chapter 11 cases, Weil assisted Citi and another financial institution in negotiating and obtaining the new money DIP facility for Patriot by working with Citi and another financial institution to construct a creative solution with respect to certain collateral disposition issues as well as to ensure that Patriot’s existing lenders (who became the second out lenders under the DIP facility) would be willing to participate on a nonpriming, but nonetheless subordinate, basis. The DIP facility was paid in full, in cash, under the chapter 11 plan.
• Constar International, Inc.: Representation of Citi as arranger and book manager in a $75 million debtor in possession financing and exit financing in the chapter 11 cases of Constar International and its affiliates.
• Hayes Lemmerz International, Inc.: Representation of Citi as secured creditor in the chapter 11 cases of Hayes Lemmerz International, Inc. and its affiliates.

Representation of CIT Group Inc. and its affiliates as lessors of certain rolling stock in the chapter 11 case of Montreal, Maine & Atlantic Railway (MM&A), a regional railroad operating between Maine and Quebec, and as codefendants in lawsuits in the United States and Canada arising from a derailment of a train operated by MM&A and/or its affiliates in Quebec. Weil was instrumental in transferring the lawsuits relating to the derailment from Cook County, Illinois to the District Court of Maine, where MM&A’s chapter 11 case was pending.

Representation of Credit Suisse and certain of its related entities in connection with the following matters:

• ProtoStar Ltd.:  Representation of Credit Suisse as agent for the prepetition secured lenders of a $242 million credit facility and the debtor in possession lenders in the chapter 11 cases of ProtoStar Ltd., where Weil litigated, and ultimately settled as part of a global settlement implemented through the plan of reorganization, challenges brought by the creditors’ committee to the validity and enforceability of the lenders’ prepetition liens.
• Questex Media Group, Inc.:  Representation of Credit Suisse as administrative and collateral agent for the first lien lenders under a $180 million credit facility and debtor in possession lenders in the chapter 11 cases of Questex Media Group, Inc. and its affiliates.
• American Home Mortgage Holdings, Inc.:  Representation of Credit Suisse as creditor and counterparty to a master repurchase agreement in the chapter 11 cases of American Home Mortgage Holdings, Inc., where Weil litigated, and ultimately settled, the scope and intent of the Bankruptcy Code’s “safe harbor” provisions.
• Owens Corning:  Representation of Credit Suisse as agent for a $2 billion credit agreement in the chapter 11 cases of Owens Corning and its affiliates, where Weil successfully litigated substantive consolidation issues before the United States Court of Appeals for the Third Circuit and negotiated an increase in the value of the banks’ recovery from $600 million to over $2.2 billion.

Representation of DVB Bank in connection with the chapter 11 cases of the TBS Shipping and Excel Maritime carriers and various other out-of-court restructurings.

Representation of Financial Guaranty Insurance Company, a financial guaranty insurance company, in connection with the chapter 9 case of the City of Detroit and, in particular, with respect to the financial insurance policies issued by FGIC insuring approximately $1.1 billion of pension obligation certificates of participation, certain related swap contract obligations, $136 million of sewer system revenue bonds, and $377 million of water system revenue bonds, issued by or related to the City of Detroit. Weil’s expertise in not only bankruptcy, but also financial guaranty insurance, municipal finance, and complex litigation, has helped FGIC navigate the unprecedented challenges presented by the largest chapter 9 case ever filed.

Representation of GE Capital and certain of its related entities in connection with the following matters:

• Spectrum Brands, Inc.:  Representation of GE Capital as joint lead arranger on a $197 million revolving credit facility as part of a $242 million debtor in possession financing in the chapter 11 cases of Spectrum Brands, Inc. and its affiliates.
• Homer City Funding LLC:  Representation of GE Capital Corporation and certain of its investment vehicles in the restructuring of its investment in a coal-fired power plant near Homer City, Pennsylvania.
• Sea Containers Ltd.:  Representation of GE Capital and GE SeaCo SRL, a joint venture of GE Capital and Sea Containers Ltd., in connection with resolving disputes relating to GE SeaCo SRL in the chapter 11 cases of Sea Containers Ltd. and its affiliates.
• S&A Restaurant Corp.:  Representation of GE Franchise Finance with respect to its interest in select nonfranchise restaurants operated by S&A Restaurant Corp. in the chapter 11 cases of S&A Restaurant and its affiliates.

Representation of GE Capital Aviation Services and certain affiliates in connection with the following matters:

• Mesa Air Group, Inc.:  Representation of GECAS and certain of its related entities as a creditor pursuant to certain aircraft engine and single investor aircraft lease agreements in the chapter 11 cases of Mesa Air Group, Inc. and certain of its affiliates. Among other efforts, Weil represented the GECAS parties with regard to their respective claims against Mesa, including the sale of certain claims to third parties prior to Mesa’s plan of reorganization going effective.
• Other Airline Chapter 11 Cases:  Representation of GECAS and its affiliates in various capacities in the chapter 11 cases of (i) Aloha Airlines, Inc. and its affiliates; (ii) ATA Airlines, Inc. and its affiliates; (iii) Delta Air Lines, Inc. and its affiliates; (iv) FLYi, Inc. and its affiliates; (v) Frontier Airlines Holdings, Inc. and its affiliates; (vi) Gemini Cargo Logistics and its affiliates; (vii) Northwest Airlines Corporation and its affiliates; (viii) Skybus Airlines, Inc. and its affiliates; and (ix) UAL Corporation (United Airlines) and its affiliates.

Representation of General Motors Corporation, (GM), the largest automobile manufacturer in the US and the second largest in the world, in the chapter 11 cases of Delphi Corporation and its affiliates, one of the largest global automotive parts supplier.  Delphi, which was then GM’s largest supplier, was spun off from GM, which was then Delphi’s largest customer.  Delphi’s chapter 11 cases, which lasted over four years, involved a number of surprises that resulted in several revised case strategies, many of which required GM’s involvement.  From Delphi’s contested motion to reject over 5,000 of GM’s supply contracts to the ultimate sale of portions of Delphi’s business to GM, Weil zealously represented GM in all aspects of Delta’s chapter 11 cases.  During the chapter 11 cases, Weil negotiated and renegotiated a comprehensive settlement agreement and restructuring agreement between GM and Delphi’s claims against each other and outlined the business relationship between the parties going forward.  After Delphi’s confirmed chapter 11 plan fell through when its plan investors pulled out, Weil, on behalf of GM, negotiated a series of liquidity support agreements to provide liquidity to Delphi and negotiated a master disposition agreement with Delphi pursuant to which certain of Delphi’s US facilities and Global Steering Business were sold to GM and the balance of Delphi’s US and non-US businesses were jointly acquired by GM and Delphi’s lenders.  The total consideration for these transactions and related funding exceeded $4 billion, in addition to forgiveness of billions of dollars owed by Delphi to GM and Delphi’s lenders.

Representation of Goldman Sachs in connection with the following matters:

• Ener1:  Representation of Liberty Harbor Special Investments, LLC and Goldman Sachs Palmetto State Credit Fund, L.P., funds managed by Goldman Sachs Asset Management, as prepetition creditors in the chapter 11 case of Ener1. With Weil’s assistance, the Goldman funds, Ener1, and certain other key creditor constituencies successfully negotiated a prepackaged bankruptcy which reduced Ener1’s funded debt from approximately $91 million to less than $46 million and provided an infusion of up to $81 million in new capital to support Ener1’s long-term business objectives and strategic plan.
• Nassau Broadcasting I, LLC:  Representation of Goldman Sachs Credit Partners L.P., as agent, in the involuntary chapter 11 cases of Nassau Broadcasting I, LLC and its affiliates. Weil advised Goldman Sachs Credit Partners on all matters in the chapter 11 cases, including cash collateral issues, asset sales, contract assumptions and rejections, and general prosecution of the chapter 11 case. The Debtors closed all of their sale transactions, with certain of the proceeds distributed to Goldman Sachs Credit Partners and the debtors’ other lenders.

Representation of The Gores Group, in connection with the following matters:

• Powerwave Technologies, Inc.:  Representation of affiliate of The Gores Group as prepetition secured lender and debtor in possession lender in the chapter 11 case of Powerwave Technologies, Inc.
• NE Opco, Inc. and NEV Credit Holdings, Inc.:  Representation of The Gores Group and its affiliated funds in the chapter 11 cases of NE Opco, Inc. and NEV Credit Holdings, Inc., in their capacity as agent for the debtors’ second lien credit agreement and equity owner. Early in the chapter 11 cases, Weil successfully and expeditiously negotiated a settlement with the debtors whereby Gores attained a release of all claims against it, which paved the way for a 363(b) sale of the debtor and a recovery for the second lien creditors.

Representation of Guggenheim Partners and certain related funds in connection with the following matters:

• AmTrust Financial Corporation:  Representation of Guggenheim Partners as the holders of senior notes in AmTrust Financial Corporation in the chapter 11 cases of AmTrust and its affiliates. Weil worked with AmTrust’s counsel in disputes, and eventual litigation, with the FDIC (which had seized AmTrust Financial’s bank subsidiary), and to propose a chapter 11 plan of liquidation.
• BP Clothing LLC:  Representation of Guggenheim Corporate Funding LLC and its related funds as the agent and majority lenders under the first lien credit agreement in the prearranged chapter 11 case of BP Clothing LLC, where, pursuant to a prepetition plan support agreement that Weil helped negotiate, the lenders converted their debt into the substantial majority of the equity of the reorganized debtor.

Representation of Harbinger Capital Partners LLC, a private investment firm, and its affiliated and managed funds, in the chapter 11 cases of TerreStar Networks Inc., a satellite and telecommunications network, and certain of its affiliates, two distinct, but related, groups of debtors. Weil represented Harbinger in its capacity as a significant holder of unsecured debt of TerreStar Networks. Early in the TerreStar Networks’ chapter 11 cases, Weil successfully objected to, and forced the withdrawal of, the debtors’ motion to assume a prepetition plan support agreement that would have dictated the terms of restructuring and benefited the largest secured creditor to the detriment of the unsecured creditors. Weil later played a key role in global settlement discussions that resolved all outstanding issues between all major parties in interest. Weil also protected the interests of certain of Harbinger’s affiliates that together constituted one of TerreStar Network’s largest general unsecured creditors. In TerreStar Corporation’s chapter 11 cases, Weil represented Harbinger in its capacity as a significant holder of preferred and common equity of TerreStar Corporation, the parent holding company of TerreStar Networks, and as one of the postpetition financing lenders. Prior to Harbinger’s disposition of its preferred equity in TerreStar Corporation, Weil actively negotiated with TerreStar Corporation and its affiliated debtors the terms of a chapter 11 plan of reorganization that was contemplated to pay unsecured creditors in full and place ownership of the reorganized debtors with the preferred shareholders of TerreStar Corporation, including Harbinger.

Representation of certain funds and related trusts established by J.C. Flowers & Co. LLC, as investors that held 26% of the outstanding shares of HSH Nordbank AG, a German bank severely impacted by the 2008 financial crisis. This global restructuring included proceedings in the Cayman Islands, Canada, and the United States involving German and English law. After contentious litigation with certain lenders that provided financing for the purchase of the HSH shares, Weil assisted the investors with the negotiation of a €375 million restructuring pursuant to a chapter 11 plan of reorganization.

Representation of LCPI and certain affiliates, including Lehman Brothers Inc. and Lehman Brothers Holdings Inc., in connection with the following matters:

• Hawaiian Telcom Communications, Inc.:  Representation of Lehman Commercial Paper, Inc. (LCPI), as administrative agent and collateral agent in a senior secured term facility, which replaced preexisting loans and served as exit financing in the chapter 11 cases of Hawaiian Telcom Communications, Inc. and its affiliates, the then-leading provider of telecommunication services in Hawaii. With the assistance of Weil on behalf of the secured lenders, which held approximately $575 million in debt, Hawaiian Telcom successfully confirmed a chapter 11 plan supported by the lenders over the objection of the creditors’ committee, which reduced its debt from $1.15 billion to $300 million.
• Moonlight Basin Ranch L.P.:  Representation of Lehman Brothers Holdings Inc. and LCPI, as the largest secured creditors and lenders in a $24 million debtor in possession financing facility in the chapter 11 cases of Moonlight Basin Ranch L.P. and its affiliates.
• Latshaw Drilling:  Representation of LCPI., as administrative agent and prepetition lender in the chapter 11 cases of Latshaw Drilling and its affiliates.
• Suncal PSV:  Representation of LCPI and Lehman ALI, Inc., as prepetition lenders in financing facilities totaling approximately $2 billion in the chapter 11 cases of SunCal PSV and its affiliated debtors.
• Fontainebleau Las Vegas Holdings:  Representation of Lehman Brothers Holdings Inc., as agent and prepetition lender in a $315 million financing facility in the chapter 11 cases of Fontainebleau Las Vegas Holdings and its affiliates.

Representation of National Public Finance Guarantee (NPFG), (a subsidiary of MBIA), in connection with the following matters:

• City of Stockton:  Representation of NPFG in the chapter 9 case of the City of Stockton. Weil assisted in the successful negotiation of settlement terms with the City of Stockton regarding the treatment of claims relating to certain debt obligations insured by NPFG that were superior to the terms originally dictated by the City. Weil simultaneously negotiated a favorable settlement of an unlawful detainer proceeding involving certain real property collateralizing the NPFB-insured municipal debt. Weil was a major contributor to the formulation of the City’s proposed plan of adjustment, which incorporated the terms of the settlements negotiated by Weil.
• City of San Bernardino:  Representation of NPFG in the chapter 9 case of the City of San Bernardino in its capacity as municipal bond insurer. Weil has participated in mediation sessions involving the City to ensure a favorable outcome regarding the treatment of municipal debt insured by NPFG and has worked with NPFG’s financial advisors regarding possible cost-savings measures for the City.

Representation of New York Racing Association, Inc. (NYRA), a not-for-profit corporation that operates the three largest thoroughbred horse racing tracks in the State of New York, in the chapter 9 case of the New York City Off-Track Betting Corporation (NYC OTB), the first chapter 9 filing in New York. Weil represented NYRA, which was NYC OTB’s second largest creditor, and advised NYRA as a member of the Official Committee of Unsecured Creditors.

Weil serves as primary counsel to the Official Committee of Unsecured Creditors in the chapter 11 cases of leading solar power company SunEdison Inc.  Listing assets of $20.7 billion and liabilities of $16.1 billion, SunEdison’s chapter 11 filing was the largest bankruptcy of 2016.

Weil is counsel for the Official Committee of Unsecured Creditors of Ultra Petroleum Corp.’s bankruptcy. Ultra Petroleum, a publicly-traded, independent oil and natural gas exploration and production company, filed for chapter 11 in May 2016 with more than $3 billion in debt.

Representation of The Prudential Insurance Company of America in connection with the following matters:

• Equa-Chlor, LLC:  Representation of The Prudential Insurance Company of America as prepetition secured lender, with an approximately $43.5 million prepetition claim, in the chapter 11 cases of Equa-Chlor, LLC. On behalf of Prudential, Weil helped negotiate a successful settlement of a significant claim with Equa-Chlor’s general contractor, paving the way for Prudential to provide postpetition financing on a priming lien basis. Weil also negotiated a chapter 11 plan of reorganization, pursuant to which Prudential provided certain exit financing and received debt and approximately 90.5% of the equity in the reorganized Equa-Chlor.
• Black Diamond Mining Company, LLC:  Representation of The Prudential Insurance Company of America as prepetition senior lender in the chapter 11 cases of Black Diamond Mining Company, LLC and its affiliates.

Representation of Silver Point Finance, LLC and Silver Point Capital, L.P. in connection with the following matters:

• K-V Pharmaceutical Company:  Representation of Silver Point Capital, Whitebox Advisors, and Pioneer Investment Management as debtor in possession lenders and senior secured noteholders in the chapter 11 cases of K-V Pharmaceutical Company and its affiliates. With Weil’s assistance, Silver Point, Whitebox, and Pioneer negotiated and obtained Court approval of a debtor in possession loan that was used to resolve some of the key issues in the chapter 11 cases and to provide a path for K-V to exit chapter 11. Following a global settlement in the chapter 11 cases, Silver Point, Whitebox, and Pioneer obtained full cash payment on their secured notes, and Silver Point acquired a portion of the reorganized company’s equity.
• Tropicana Entertainment, LLC:  Representation of Silver Point Finance, LLC as administrative and collateral agent, sole bookrunner, and sole lead arranger for the $67 million debtor in possession financing provided to Tropicana Entertainment, LLC and its affiliates in their chapter 11 cases.
• Syntax-Brillian Corporation:  Representation of Silver Point Finance, LLC as administrative and collateral agent for the prepetition and postpetition lenders in a $23 million senior secured debtor in possession financing facility provided to Syntax-Brillian Corporation and its affiliates in their chapter 11 cases.

Representation of Syncora Guarantee Inc., a financial guarantee insurance provider that insured payment of principal and interest under certain securities issued by mortgage-backed trusts holding loans serviced and/or originated by certain of the debtors in the chapter 11 cases of Residential Capital, LLC and its affiliates. On behalf of Syncora, Weil objected to the assumption and assignment of the debtors’ mortgage servicing contracts to a purchaser of the debtors’ businesses in a manner that would prejudice the interests of Syncora, as insurer, causing the debtors to remove the assignment of contracts related to Syncora-insured trusts from the sale of their mortgage-servicing business. Weil also advised Syncora in the later settlement of its objections to the assumption and assignment of these contracts, which occurred as part of a larger settlement of Syncora’s claims against the debtors.