Cross-Border Bankruptcy and Restructuring

Representation of the U.K. arm of MF Global UK Limited and certain of its affiliates, a commodities and listed derivatives broker, which filed for administration pursuant to the UK’s Investment Bank Special Administration Regulation 2011 (SAR). This administration is the first ever under the SAR, which was introduced following the collapse of Lehman Brothers, and provides a framework for dealing with insolvent or failing investment banks. The administration followed the commencement of the voluntary chapter 11 cases by MF Global UK’s ultimate parent company, MF Global Holdings Ltd and its affiliate MF Global Finance USA Inc. After applying for the appointment of several individuals as special administrators of MF Global UK, Weil advised the Joint Special Administrators. The SAR sets objectives for the administrators to ensure the return of client assets as soon as practicable; to ensure timely engagement with market infrastructure bodies and the authorities; and either to rescue the firm as a going concern or wind it up in the best interests of creditors; and Weil advised the Joint Special Administrators in all aspects of this process in addition to representing the interests of the Joint Special Administrators in MF Global’s chapter 11 cases and the proceeding under the Securities Investor Protection Act (SIPA) of MF Global’s U.S. broker dealer, MF Global, Inc.

Representation of Lehman Brothers Holdings Inc., the fourth largest investment bank in the world, and its affiliated debtors in the largest chapter 11 cases in history. Described by presiding Bankruptcy Judge Peck as “the biggest, the most incredibly complex, the most impossibly challenging international bankruptcy that ever was,” the chapter 11 filing by Lehman Brothers during the 2008 financial crisis transformed an integrated global enterprise overnight to adverse factions of third parties and affiliates all over the world competing with each other over the billions of dollars at stake, with $630 billion of assets on its balance sheet. Weil applied its experience and specialized multidisciplinary teams of attorneys in the United States and abroad to guide the chapter 11 estates through a value-maximizing administration and wind-down involving the analysis of over 67,000 claims asserting $1.3 trillion in liabilities; the unwinding of over 10,000 derivatives contracts and 1.7 million derivatives transactions; the sale, restructuring, and management of billions of dollars of real estate, private equity, and principal investments across the globe; and the coordination and resolution of disputes among the chapter 11 estates and administrators for approximately 100 affiliates that became the subject of their own insolvency proceedings in sixteen jurisdictions pursuant to the first ever multilateral cross-border insolvency protocol. Weil’s ability to achieve consensus in the most challenging of circumstances resulted in the formulation and confirmation of a chapter 11 plan that was supported by 95% of voting creditors asserting $400 billion in claims, including two competing groups of creditors that filed their own diametrically opposed chapter 11 plans, which saved tens of millions of dollars (or more) of professional expenses and delay that a contested confirmation hearing would have entailed.

Representation of Kaupthing Bank hf, then Iceland’s largest bank, in its chapter 15 proceeding in the United States, one of the first chapter 15 filings of an Icelandic company in the United States, and supported Kaupthing’s main insolvency proceeding commenced in Iceland. To protect Kaupthing’s assets in the United States after the Icelandic Financial Supervisory Authority took control of Kaupthing and Kaupthing began its insolvency proceeding in Iceland, Weil commenced Kaupthing’s chapter 15 proceeding. In connection with the chapter 15 proceeding, Weil defended Kaupthing against a $50 million claim asserted in connection with a currency swap, which claim later was settled for approximately $2.5 million.

Representation of Parmalat Finanziaria SpA, a multinational dairy and food corporation, as coordinating counsel in connection with its global restructuring, including in its U.S. ancillary proceeding. Weil advised Parmalat regarding its global operations as well as jurisdictional issues in Cayman and in Ireland regarding the EC Regulation on Insolvency. Weil also represented Parmalat USA Corp. and its U.S. subsidiaries Farmland Dairies LLC and Milk Products of Alabama L.L.C. in their chapter 11 cases in coordination with the global proceeding. During the chapter 11 cases, the debtors consummated sales of all of the assets of Milk Products and sales of Farmland Dairies’ businesses in New York and Georgia. The debtors confirmed chapter 11 plans that provided for a settlement with the prepetition lenders and the restructuring of Farmland Dairies’ businesses and the continuation of the company’s business.

Representation of Dubai International Capital, a private equity fund and majority owner in the chapter 11 case of Almatis BV, formerly the world’s largest producer of alumina products, by effectively sponsoring a new chapter 11 plan. With Weil’s assistance, Dubai International successfully opposed the efforts by an investment firm, which held 46% of Altamis’s senior debt, to spearhead a chapter 11 plan proposal that would give that firm and other senior lenders control of the reorganized enterprise. The new plan, which refinanced the existing debt and forced Almatis back to the bargaining table, was successfully implemented, with Dubai International retaining a 60% stake in the company, and junior creditors owning 40%.

Representation of TI Automotive Ltd., a U.K.-based global manufacturer of fuel systems and other automotive parts, in its restructuring of approximately £610 million of debt. Under the terms of the scheme of arrangement pursuant to the Companies Act 2006 (United Kingdom), senior and mezzanine debt was swapped for equity and the superpriority revolving loan facility was restated as a term loan.

Representation of Hollinger Inc., a Canadian media company, and certain affiliates in their chapter 15 cases ancillary to cases pending under the Canadian CCAA. Weil provided strategic advice to Hollinger in connection with its overall restructuring and settlement with Sun Times Media Corp. and resolution of issues with Hollinger’s bondholders.

Representation of Global Crossing, Ltd., a telecommunications company that provided computer networking services worldwide and operated a tier 1 carrier, in the run up to and emergence from chapter 11, including advice in relation to its European and Bermudan subsidiaries.

Representation of Gate Gourmet, a leading provider of airline catering and provisioning services, in its cross-border out-of-court restructuring, resulting in the successful restructuring of the company’s debt and resolution of labor issues.

Representation of Loral Space & Communications Ltd., a satellite communications company, in a cross-border restructuring effective under chapter 11, in which the company successfully restructured its operations and comprehensively recapitalized.

Representation of WorldCom and its affiliates, then the second largest long distance telephone company in the United States, in the largest chapter 11 cases of its time. In conjunction with the chapter 11 cases, Weil represented WorldCom in restructuring 200 companies outside the United States without insolvency proceedings.

Representation of Enron Corporation, one of the world’s major energy, commodities, and services companies, in its chapter 11 cases, the culmination of which saved 24,000 jobs, all operating businesses, and $12 billion of going-concern value through sales of various assets and subsidiaries around the globe and distribution of equity in other business units to creditors. Weil’s representation included the liquidation of Enron Canada’s assets, including trading positions and the sale of Enron’s Canada division to AltaGas Services Inc. and the TransCanada Energy unit of TransCanada Pipelines Ltd.

Representation of Eurotunnel in the restructuring of its £6.4 billion debt prior to its implementation of a French reorganization proceeding.

Representation of Essar Steel Algoma, Inc. and certain of its affiliates, in connection with the restructuring and refinancing of their $1.2 billion capital structure. Essar Steel Algoma is one of the largest integrated steel manufacturers in North America and is a portfolio company of the multi-billion dollar Essar Group Fund Limited.