Debtor Representations

Representation of AMR Corporation, American Airlines, Inc., one of the world’s largest airlines, and their debtor affiliates in the most successful chapter 11 cases for an airline in recent history.  American Airlines emerged from bankruptcy upon consummation of a chapter 11 plan premised upon a merger with US Airways Group, Inc., which not only enabled creditors to receive a full recovery on their claims, but also provided a substantial distribution to stockholders.  During the pendency of the chapter 11 cases, which involved $24.7 billion in assets and $29.5 billion in liabilities, Weil assisted American while it achieved the highest revenues in the company’s history (approximately $24.8 billion in 2012); added new and expanded routes in international markets with strong growth products; took delivery of 75 new aircraft; entered into new collective bargaining agreements with its unions; evaluated and/or negotiated more than 700 facility leases and over 9,000 vendor and supplier agreements, and achieved balance sheet improvements of approximately $2.5 billion, resulting in estimated principal and interest savings of approximately $1.3 billion over five years.  In addition to the operational and balance sheet achievements, the chapter 11 plan encompassed a comprehensive resolution of complex issues involving intercompany claims and intercreditor issues.  The resolution also involved the compromise of potential avoidance actions under the Bankruptcy Code.  The chapter 11 plan utilizes a unique and perhaps unprecedented market-based test based on the actual trading value of the new common stock issued under the plan to determine the allocation of value distributed under the plan to creditors and existing stockholders.  Unlike most chapter 11 plans, which are based on valuation metrics provided by investment bankers, the parties involved in the plan negotiations determined that the actual trading price of the common stock of the new merged entity would be the most accurate barometer of value and would provide the most equitable manner to determine the allocation of value under the plan to economic stakeholders.  As a result of the plan and the merger to form American Airlines Group Inc., creditors received a full recovery on their claims and stockholders received a guaranteed minimum distribution of 3.5% of the common equity of the parent of the merged airlines, with the potential to receive additional shares. This result is unprecedented in airline chapter 11 cases, and extraordinary in any chapter 11 case.

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 16 jurisdictions. 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. Some additional highlights of Weil’s representation include the sale of Lehman’s North American trading business within five days of the commencement of the chapter 11 cases and the sale of the investment management business within 98 days of the commencement; the implementation of the first multilateral cross-border insolvency protocol; the obtaining of unprecedented judgments and rulings in connection with complex disputes involving never before tested areas of bankruptcy law relating to derivatives and structured financing transactions, such as the scope of the safe harbor provisions under the Bankruptcy Code; and the collection of more than $2 billion in derivatives receivables through hundreds of mediations pursuant to Court-approved mediation procedures.

Representation of General Motors Corporation, the largest automobile manufacturer in the United States and the second largest in the world, and its debtor affiliates, with assets of over $82 billion and liabilities of over $172 billion in their historical restructuring and chapter 11 cases.  Weil successfully obtained approval of the unprecedented section 363(b) sale of the ongoing company to a purchaser sponsored by the U.S. Treasury – consummated in only 40 days — resulting in a “New GM” that avoided a broader systemic failure by enabling the ongoing viability of a worldwide automobile manufacturer and saving hundreds of thousands of jobs.  Although creditors filed more than 70,000 proofs of claim in the aggregate amount of $274 billion, and its chapter 11 case was among the largest and most complex ever filed in the United States, General Motors confirmed and consummated its chapter 11 plan less than 22 months after the commencement of the cases.  Weil’s innovative legal strategies allowed General Motors to reduce the aggregate amount of claims to less than $50 billion by the time of confirmation.  Weil also was instrumental in the successful resolution of General Motors’ environmental liabilities at 89 sites across the United States through a settlement with the U.S. Environmental Protection Agency, the U.S. Justice Department, 14 states, and the Saint Regis Mohawk Tribe, establishing a $773 million Environmental Response Trust to conduct, manage, and fund cleanup and redevelopment at these sites. Weil was recognized by The American Lawyer in 2009 for bringing the General Motors enterprise out of chapter 11 in just 40 days.

Representation of MF Global UK Limited, the U.K. arm of commodities and listed derivatives broker MF Global, in the first ever use of the U.K. special administration regime for investment firms.   Prior to its insolvency, the MF Global group provided access to more than 70 exchanges globally and was a leader by volume on many of the world’s largest derivative exchanges.  MF Global also was an active broker-dealer in markets for commodities, fixed income securities, equities, and foreign exchange.  In fiscal 2011, MF Global generated total annual revenues of approximately $2.2 billion and reported approximately $40 billion in assets.  Weil’s transatlantic team assisted the joint special administrators of MF Global UK Limited in handling MF Global UK Limited’s affairs and negotiated a $600 million global settlement agreement between MF Global UK Limited and certain of its former affiliates, avoiding potentially lengthy and costly litigation, and expediting distributions to creditors of the MF Global estates worldwide.

Representation of Washington Mutual, Inc. (WMI), the parent holding company of Washington Mutual Bank (WMB), in its chapter 11 case.  After the seizure of WMB by the Office of Thrift Supervision and the appointment of the FDIC as receiver for WMB, which has been touted as the largest bank failure in U.S. history, and the sale by the FDIC of substantially all of WMB’s assets to JPMorgan Chase, N.A., WMI and one of its nonbanking subsidiaries were forced to file for chapter 11 relief.  In the wake of the seizure and sale of WMB’s assets, a multitude of issues arose among WMI, JPMorgan Chase, and the FDIC, including ownership of assets, such as WMI’s deposits in excess of $4 billion, with each asserting claims for billions of dollars against one another in various forums that each of the parties contended had jurisdiction over the issues, including the Receivership, the Bankruptcy Court, and various federal district courts.  In an effort to avoid uncertain, protracted litigation over such disputes and make funds available for distribution to creditors, Weil, with the assistance of WMI’s other advisors, worked to negotiate a consensual resolution of those disputes, culminating in the execution of a global settlement and compromise between WMI, the FDIC, and JPMorgan Chase for $6.1 billion to $6.8 billion in value, resulting in $7.5 billion of total proceeds available for distribution to WMI’s stakeholders.  The global settlement agreement was the central component of WMI’s plan of reorganization, which allowed WMI to pay a substantial portion of its creditors in full.  The plan also incorporated a resolution between WMI, the equity committee, and certain holders of WMI debt, which allowed WMI’s equity interest holders to receive a distribution under the plan.

Representation of General Growth Properties, Inc. (GGP), a publicly-traded real estate investment trust and the second largest owner and operator of shopping malls in the United States as well as a master planned communities business and other mixed use developments, and 387 debtor affiliates in their chapter 11 cases.  The chapter 11 cases were filed in April 2009 to restructure approximately $15 billion in property-level mortgage loans and $7 billion in corporate debt.  Weil devised a creative manner of commencing the chapter 11 cases for entities that were thought to be bankruptcy remote and provided innovative legal strategies to resolve countless novel restructuring issues.  Beginning in December 2009, GGP confirmed plans of reorganization for a total of 262 project-level debtors, consensually restructuring more than 100 mortgage loans.  GGP then achieved an unprecedented milestone when it relisted its stock on the New York Stock Exchange during the chapter 11 cases.  In October 2010, the Bankruptcy Court confirmed the final plan of reorganization, which restructured the corporate level debt.  The plan, which paid all creditors in full and returned substantial value to shareholders, was based on commitments of $6.8 billion in equity financing from Brookfield Asset Management, Fairholme Funds, Pershing Square Capital Management, and The Teacher Retirement System of Texas.  Taken together, these commitments represented one of the largest equity infusions ever in a chapter 11 case.  As part of the corporate-level restructuring, GGP split itself into two separate publicly-traded corporations upon emergence.  The new GGP remained the second largest shopping mall owner and operator in the United States, while the spinoff company, named The Howard Hughes Corporation, consisted of GGP’s portfolio of master planned communities and other strategic real estate development opportunities.

Representation of Benjamin M. Lawsky, Superintendent of Financial Services of the State of New York, as the Court-appointed rehabilitator of FGIC in the first rehabilitation proceeding involving a financial guaranty insurance company in New York (and the second such proceeding in the United States).  FGIC, along with its subsidiaries, issued insurance policies that guaranteed the timely payment of principal and interest on public finance structured finance and international obligations.  In January 2011, Weil, on behalf of the Superintendent, commenced discussions with key creditors regarding a plan of rehabilitation for FGIC that would be implemented as part of a proceeding under Article 74 of the NY Insurance Law.  Once FGIC’s rehabilitation proceeding was commenced in the Supreme Court of the State of New York, Weil assisted the Court-appointed Rehabilitator in fulfilling his mandate to remove the causes and conditions that made FGIC’s rehabilitation proceeding necessary.  Weil’s experience in not only restructuring, but also insurance and structured finance, helped the Rehabilitator tackle the unique and complex challenges presented.  With Weil’s assistance, the Rehabilitator executed consensual commutation agreements with almost all of the counterparties to credit default swaps insured by FGIC, resolving in excess of $3 billion of FGIC’s potential liability for early termination payments.  Weil further assisted the Rehabilitator in developing and obtaining approval of a plan of rehabilitation that maximized recoveries to FGIC’s policyholders in a fair and equitable manner.

Some examples of debtors that Weil represented in out-of-court restructurings or in prepackaged or prearranged chapter 11 cases are listed below.  To read more about this area, please visit Out-of-Court Restructuring

Out-of-Court Restructurings

• American Capital Ltd.
• American International Group (AIG)
• Mashantucket Pequot Tribal Nation
• Ontario Teachers Pension Plan Trust (Aquilex Holdings LLC)
• Pyramid Management Corporation
• Security Capital Assurance

Prepackaged or Prearranged Chapter 11 Cases

• Basic Energy
• Chassix Holdings, Inc.
• Dallas Stars, L.P.
• Electrical Components International, Inc.
• Endeavour International Corp.
• Express Energy Services Operating
• Fairway Group Holdings, Inc.
• Halcón Resources
• Hawkeye Renewables, LLC
• Key Plastics
• LodgeNet Interactive
• Nortek
• PRC, LLC
• RDA Holding Co (Readers Digest)
• Recycled Paper Greetings, Inc.
• Regal Cinemas
• Simmons Bedding Company
• Texas Rangers Baseball Partners
• U.S. Shipping Partners
• Vantage Drilling
• Vertis Holdings, Inc.

Some examples of financial sponsor portfolio companies that Weil represented in the restructuring context are listed below.  To read more about this area, please visit the Financial Sponsor Transactions page.

• Aleris International, Inc.
• Deb Shops, Inc.
• Dubai International Capital
• International Aluminum Corporation
• Newport Television LLC
• Panolam Industries International, Inc.
• Southern Air Holdings, Inc.
• Texas Rangers Baseball Partners
• Uno Restaurant Corp.
• Vertis Holdings, Inc.

Representation of AMR Corporation, American Airlines, Inc., one of the world’s largest airlines, and their debtor affiliates in the most successful chapter 11 cases for an airline in recent history.  American Airlines emerged from bankruptcy upon consummation of a chapter 11 plan premised upon a merger with US Airways Group, Inc., which not only enabled creditors to receive a full recovery on their claims, but also provided a substantial distribution to stockholders.  During the pendency of the chapter 11 cases, which involved $24.7 billion in assets and $29.5 billion in liabilities, Weil assisted American while it achieved the highest revenues in the company’s history (approximately $24.8 billion in 2012); added new and expanded routes in international markets with strong growth products; took delivery of 75 new aircraft; entered into new collective bargaining agreements with its unions; evaluated and/or negotiated more than 700 facility leases and over 9,000 vendor and supplier agreements, and achieved balance sheet improvements of approximately $2.5 billion, resulting in estimated principal and interest savings of approximately $1.3 billion over five years.  In addition to the operational and balance sheet achievements, the chapter 11 plan encompassed a comprehensive resolution of complex issues involving intercompany claims and intercreditor issues.  The resolution also involved the compromise of potential avoidance actions under the Bankruptcy Code.  The chapter 11 plan utilizes a unique and perhaps unprecedented market-based test based on the actual trading value of the new common stock issued under the plan to determine the allocation of value distributed under the plan to creditors and existing stockholders.  Unlike most chapter 11 plans, which are based on valuation metrics provided by investment bankers, the parties involved in the plan negotiations determined that the actual trading price of the common stock of the new merged entity would be the most accurate barometer of value and would provide the most equitable manner to determine the allocation of value under the plan to economic stakeholders.  As a result of the plan and the merger to form American Airlines Group Inc., creditors received a full recovery on their claims and stockholders received a guaranteed minimum distribution of 3.5% of the common equity of the parent of the merged airlines, with the potential to receive additional shares. This result is unprecedented in airline chapter 11 cases, and extraordinary in any chapter 11 case.

Representation of BearingPoint, Inc. and its domestic subsidiaries, one of the world’s leading providers of management and technology consulting services, in their chapter 11 cases.  Prior to this chapter 11 case, no large personal services company ever restructured successfully.  BearingPoint continued to operate while it obtained approval to sell business units in a structured liquidation, enabling BearingPoint to retain its greatest asset – its people – throughout the chapter 11 process.  BearingPoint’s successful restructuring surpassed all expectations:  Secured creditors were paid in full, unsecured creditors received a distribution of assets as well as funds from a liquidating trust, and approximately 80% of front-office employees retained their jobs.  The success of the chapter 11 case was recognized by the Turnaround Management Association with its 2010 Mega-Transaction of the Year Award.

Representation of Blockbuster Inc. and certain domestic subsidiaries, one of the world’s largest in-home movie and gaming companies, in their chapter 11 cases.  Weil assisted Blockbuster, with the support of its secured lenders, in obtaining approval of the sale of all or substantially all of its assets, pursuant to section 363 of the Bankruptcy Code after a two-day auction, to DISH Network Corporation, the second largest satellite provider in the United States.

Representation of Breitburn Energy Partners LP, a publicly traded, independent oil and gas master limited partnership focused on the acquisition, development, and production of oil and gas properties throughout the United States. Breitburn and 21 of its debtor affiliates filed for chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York in May 2016 in order to restructure more than $3 billion in debt obligations.

Representation of CHC Group Ltd. and its subsidiaries in their chapter 11 cases filed in the Northern District of Texas. CHC is a global helicopter service provider to oilfield producers, operating on six continents with more than 220 aircraft. The chapter 11 cases will enable CHC to effectuate both an operational restructuring of their aircraft fleet and a balance sheet restructuring of their $1.5 billion in secured and unsecured debt.

Representation of Crescent Resources, LLC, a North Carolina-based land management and real estate development company, and its 119 debtor subsidiaries, in their chapter 11 cases, with more than $3 billion in liabilities.  Weil established ordinary course sale procedures which allowed Crescent to sell real property without Court approval.  Weil also was instrumental in the negotiation and consummation of a number of sales of real property and the negotiation and consummation of the abandonment or turnover of nonessential properties to property level lenders. Approximately one year after commencing the cases, Weil obtained confirmation of the chapter 11 plan and the company emerged from chapter 11 with substantially all of its business operations intact, having eliminated approximately $2 billion in debt from its balance sheet.

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.

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.

Representation of Extended Stay Inc., the largest owner of mid-priced extended stay hotels, and its debtor affiliates in one of the largest chapter 11 cases in the CMBS market.  With over 680 hotels across 44 states and two Canadian provinces, Extended Stay’s chapter 11 cases involved approximately $7.4 billion in debt, consisting of a $4.1 billion mortgage loan and, in the aggregate, $3.3 billion of mezzanine debt spread across ten levels.  Weil confronted novel and unprecedented issues relating to CMBS restructurings, including issues regarding the authority of the special servicer and the mechanism for voting on a plan of reorganization.  As the cases progressed, two groups of interested investors instituted a bidding war to become the plan sponsor.  After considering proposals from a consortium composed of Centerbridge Partners LP, Paulson & Co., and affiliates of Blackstone Group LP, and a rival consortium led by Starwood Capital Group, Extended Stay ran a Court-sanctioned auction resulting in the successful sale to the Centerbridge-Paulson-Blackstone consortium for approximately $3.9 billion.  With Weil’s assistance, the restructuring plan was approved approximately 13 months after the commencement of the chapter 11 cases, with Extended Stay successfully emerging from bankruptcy under new ownership.

Representation of Benjamin M. Lawsky, Superintendent of Financial Services of the State of New York, as the Court-appointed rehabilitator of Financial Guaranty Insurance Company in the first rehabilitation proceeding involving a financial guaranty insurance company in New York (and the second such proceeding in the United States).  FGIC, along with its subsidiaries, issued insurance policies that guaranteed the timely payment of principal and interest on public finance structured finance and international obligations.  In January 2011 Weil, on behalf of the Superintendent, commenced discussions with key creditors regarding a plan of rehabilitation for FGIC that would be implemented as part of a proceeding under Article 74 of the NY Insurance Law.  Once FGIC’s rehabilitation proceeding was commenced in the Supreme Court of the State of New York, Weil assisted the Court-appointed Rehabilitator in fulfilling his mandate to remove the causes and conditions that made FGIC’s rehabilitation proceeding necessary.  Weil’s experience in not only restructuring, but also insurance and structured finance, helped the Rehabilitator tackle the unique and complex challenges presented.  With Weil’s assistance, the Rehabilitator executed consensual commutation agreements with almost all of the counterparties to credit default swaps insured by FGIC, resolving in excess of $3 billion of FGIC’s potential liability for early termination payments.  Weil further assisted the Rehabilitator in developing and obtaining approval of a plan of rehabilitation that maximized recoveries to FGIC’s policyholders in a fair and equitable manner.

Representation of General Growth Properties, Inc. (GGP), a publicly-traded real estate investment trust and the second largest owner and operator of shopping malls in the United States as well as a master planned communities business and other mixed use developments, and 387 debtor affiliates in their chapter 11 cases.  The chapter 11 cases were filed in April 2009 to restructure approximately $15 billion in property-level mortgage loans and $7 billion in corporate debt.  Weil devised a creative manner of commencing the chapter 11 cases for entities that were thought to be bankruptcy remote and provided innovative legal strategies to resolve countless novel restructuring issues.  Beginning in December 2009, GGP confirmed plans of reorganization for a total of 262 project-level debtors, consensually restructuring more than 100 mortgage loans.  GGP then achieved an unprecedented milestone when it relisted its stock on the New York Stock Exchange during the chapter 11 cases.  In October 2010, the Bankruptcy Court confirmed the final plan of reorganization, which restructured the corporate level debt.  The plan, which paid all creditors in full and returned substantial value to shareholders, was based on commitments of $6.8 billion in equity financing from Brookfield Asset Management, Fairholme Funds, Pershing Square Capital Management, and The Teacher Retirement System of Texas.  Taken together, these commitments represented one of the largest equity infusions ever in a chapter 11 case.  As part of the corporate-level restructuring, GGP split itself into two separate publicly-traded corporations upon emergence.  The new GGP remained the second largest shopping mall owner and operator in the United States, while the spinoff company, named The Howard Hughes Corporation, consisted of GGP’s portfolio of master planned communities and other strategic real estate development opportunities.

Representation of General Motors Corporation, the largest automobile manufacturer in the United States and the second largest in the world, and its debtor affiliates, with assets of over $82 billion and liabilities of over $172 billion in their historical restructuring and chapter 11 cases.  Weil successfully obtained approval of the unprecedented section 363(b) sale of the ongoing company to a purchaser sponsored by the U.S. Treasury – consummated in only 40 days – resulting in a “New GM” that avoided a broader systemic failure by enabling the ongoing viability of a worldwide automobile manufacturer and saving hundreds of thousands of jobs.  Although creditors filed more than 70,000 proofs of claim in the aggregate amount of $274 billion, and its chapter 11 case was among the largest and most complex ever filed in the United States, General Motors confirmed and consummated its chapter 11 plan less than 22 months after the commencement of the cases.  Weil’s innovative legal strategies allowed General Motors to reduce the aggregate amount of claims to less than $50 billion by the time of confirmation.  Weil also was instrumental in the successful resolution of General Motors’ environmental liabilities at 89 sites across the United States through a settlement with the U.S. Environmental Protection Agency, the U.S. Justice Department, 14 states, and the Saint Regis Mohawk Tribe, establishing a $773 million Environmental Response Trust to conduct, manage, and fund cleanup and redevelopment at these sites.  Weil was recognized by The American Lawyer in 2009 for bringing the General Motors enterprise out of chapter 11 in just 40 days.

Weil represents The Great Atlantic & Pacific Tea Company, Inc., better known as A&P, and its direct and indirect subsidiaries in their ongoing chapter 11 cases. In one of 2015’s highest-profile bankruptcies, Weil avoided a fire sale and helped ensure that hundreds of supermarkets and tens of thousands of jobs survived restructuring. The sales of hundreds of other stores continued in 2016, ultimately generating more than $1 billion in sale proceeds and preserving over 18,000 jobs.

Representation of LandSource Communities Development LLC, a California-based land development company, and twenty of its affiliates, including the Newhall Land and Farming Company, in their chapter 11 cases.  Despite aggressive restructuring deadlines imposed by LandSource’s lenders and pressure to liquidate its assets, Weil assisted LandSource in successfully developing a plan of reorganization that maintained its going concern businesses and core properties.  The confirmed plan restructured over $1.3 billion in debt and provided an infusion of over $240 million in new equity investments.

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 16 jurisdictions. 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. Some additional highlights of Weil’s representation include the sale of Lehman’s North American trading business within five days of the commencement of the chapter 11 cases and the sale of the investment management business within 98 days of the commencement; the implementation of the first multilateral cross-border insolvency protocol; the obtaining of unprecedented judgments and rulings in connection with complex disputes involving never before tested areas of bankruptcy law relating to derivatives and structured financing transactions, such as the scope of the safe harbor provisions under the Bankruptcy Code; and the collection of more than $2 billion in derivatives receivables through hundreds of mediations pursuant to Court-approved mediation procedures.

Representation of MF Global UK Limited, the U.K. arm of commodities and listed derivatives broker MF Global, in the first ever use of the U.K. special administration regime for investment firms.   Prior to its insolvency, the MF Global group provided access to more than 70 exchanges globally and was a leader by volume on many of the world’s largest derivative exchanges.  MF Global also was an active broker-dealer in markets for commodities, fixed income securities, equities, and foreign exchange.  In fiscal 2011, MF Global generated total annual revenues of approximately $2.2 billion and reported approximately $40 billion in assets.  Weil’s transatlantic team assisted the joint special administrators of MF Global UK Limited in handling MF Global UK Limited’s affairs and negotiated a $600 million global settlement agreement between MF Global UK Limited and certain of its former affiliates, avoiding potentially lengthy and costly litigation, and expediting distributions to creditors of the MF Global estates worldwide.

Weil led the pre-arranged chapter 11 restructuring of global offshore driller Paragon. The restructuring, filed in February 2016, had the support of holders of 100 percent of the Company’s secured revolving credit agreement claims and holders of approximately 69% of the Company’s unsecured notes claims. The restructuring will substantially deleverage the Company, providing for the reduction of approximately $1.1 billion in debt and approximately $60 million in annual cash interest expense.

Representation of Pilgrim’s Pride Corporation, the largest U.S. poultry processor at that time, in connection with its chapter 11 case, which restructured approximately $2.4 billion in debt.  In stabilizing Pilgrim’s Pride’s business, Weil successfully litigated a number of contentious issues related to the closure of several processing plants and implemented mitigation procedures for personal injury claims.  The chapter 11 plan that was confirmed was premised on 64% of the common stock of the reorganized company being sold to a plan investor, a subsidiary of JBS S.A., a Brazilian beef producer and exporter.  In just one year, Weil helped Pilgrim’s Pride successfully reorganize its operations, pay creditors in full in cash, and allow equity holders to retain 36% of their equity.

Representation of SemGroup LP, a leading midstream energy and trading company, in one of the largest chapter 11 cases in 2008, with total debt approximating $5 billion. Beginning as a free fall chapter 11 case following SemGroup’s surprise announcement of approximately $2.5 billion in trading losses, the case involved U.S. and Canadian cross-border insolvency issues and conflicting priorities of various U.S. state oil and gas lien statutes and UCC filings, many of which were issues of first impression.  Notwithstanding the contentiousness resulting from the combination of unique legal issues and surprisingly large losses allegedly caused by fraud, Weil guided SemGroup in successfully negotiating a chapter 11 plan that ultimately was supported by all major creditor constituencies and was confirmed after 80 separate objections from 59 parties were resolved by Weil or overruled by the Court.   SemGroup emerged from chapter 11 as a reorganized public company and distributed more than $2.5 billion in value to its stakeholders.

Representation of Trump Entertainment Resorts, one of the largest casino operators/owners in Atlantic City, New Jersey, in its chapter 11 case.  After a long and contentious 14 months in chapter 11 that included the appointment of an examiner, the filing of approximately 13 plans of reorganization, ten disclosure statement hearings, and nearly three weeks of highly-contested confirmation hearings, Weil secured confirmation of the plan of reorganization proposed by Trump Entertainment and an ad hoc committee of second lien noteholders over a competing plan of reorganization proposed by Trump Entertainment’s senior lenders, Beal Bank and Icahn Partners.  The confirmed plan provided for a $225 million equity infusion by certain creditors, the restructuring of the company’s first lien credit facility through a $125 million cash payment and the issuance of new first lien term notes, the cancellation of $1.25 billion of second lien debt and all existing publicly-held common stock, and the execution of a new trademark agreement with Donald J. Trump in exchange for new common stock and warrants.

Representation of Washington Mutual, Inc. (WMI), the parent holding company of Washington Mutual Bank (WMB), in its chapter 11 case.  After the seizure of WMB by the Office of Thrift Supervision and the appointment of the FDIC as receiver for WMB, which has been touted as the largest bank failure in U.S. history, and the sale by the FDIC of substantially all of WMB’s assets to JPMorgan Chase, N.A., WMI and one of its nonbanking subsidiaries were forced to file for chapter 11 relief.  In the wake of the seizure and sale of WMB’s assets, a multitude of issues arose among WMI, JPMorgan Chase, and the FDIC, including ownership of assets, such as WMI’s deposits in excess of $4 billion, with each asserting claims for billions of dollars against one another in various forums that each of the parties contended had jurisdiction over the issues, including the Receivership, the Bankruptcy Court, and various federal district courts.  In an effort to avoid uncertain, protracted litigation over such disputes and make funds available for distribution to creditors, Weil, with the assistance of WMI’s other advisors, worked to negotiate a consensual resolution of those disputes, culminating in the execution of a global settlement and compromise between WMI, the FDIC, and JPMorgan Chase for $6.1 billion to $6.8 billion in value, resulting in $7.5 billion of total proceeds available for distribution to WMI’s stakeholders.  The global settlement agreement was the central component of WMI’s plan of reorganization, which allowed WMI to pay a substantial portion of its creditors in full.  The plan also incorporated a resolution between WMI, the equity committee, and certain holders of WMI debt, which allowed WMI’s equity interest holders to receive a distribution under the plan.

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.  Notwithstanding the extreme complexity of these cases, the multitiered creditor structure, and the governance requirements imposed by a Court-appointed monitor related to an SEC fraud investigation, Weil successfully confirmed a chapter 11 plan, which incorporated numerous settlements of issues that would have otherwise been hotly contested, in only fifteen months.  The emerging reorganized company – MCI (now known as Verizon Business) – continued to operate as the nation’s second-largest long-distance carrier with a slimmed-down balance sheet and an 85% reduction in debt.  During the chapter 11 cases, Weil also assisted restructuring two hundred WorldCom-related companies outside the United States without insolvency proceedings.

Representation of Aéropostale, Inc. and its subsidiaries in their chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of New York. Filing for bankruptcy protection in May 2016, Aéropostale’s bankruptcy has played out in the mainstream press and trade publications alike. Weil pursued expedited, dual-path chapter 11 cases for a transaction to sell substantially all of Aéropostale’s 800-plus stores and other assets. Successfully avoiding outright liquidation, Aéropostale received bankruptcy court approval in Sept. for a sale that could preserve more than 229 stores and more than 10,000 jobs. The Wall Street Journal reported that the outcome was an “extraordinary result in a challenging case” that could prove “a model going forward for mall-based retailers that are stressed or distressed.” (2006)

Representation of Advanta Corp., whose primary business was operated through a nondebtor direct subsidiary, Advanta Bank Corp. (ABC), one of the largest credit card issuers in the small business market, and certain affiliates, in their chapter 11 cases.  After ABC was subsequently seized by state regulators and the FDIC was appointed receiver, months of intense litigation ensued between the debtors and the FDIC over the right to seek $54 million in tax refunds.  With Weil’s assistance, the litigation was successfully settled, paving the way for the conclusion of the chapter 11 cases.  Under the plan that was confirmed, senior creditors, most of which were noninstitutional holders of retail notes, received recoveries ranging from 64.4% to 100%.

Representation of AES Eastern Energy, L.P., a subsidiary of AES Corporation, a global power company that owned and operated a diverse portfolio of electricity generation and distribution businesses in 27 countries, and its debtor affiliates in their chapter 11 cases.  With Weil’s assistance, AES Eastern brokered a consensual global settlement that effectively recharacterized a complicated and onerous leverage lease into a secured financing.  The settlement paved the way for AES Eastern to preserve the going concern value of its two most valuable power plants and increase its liquidity through the successful sale of those plants for a $240 million credit bid, the assumption of potentially significant environmental and employee liabilities, and approximately $13.5 million in cash.  Weil also played a key role in the negotiation and successful consummation of the sale of AES Eastern’s remaining four nonoperating power plants.  Additionally, Weil and the creditors’ committee successfully negotiated a $47 million cash payment from AES Eastern’s parent company, AES Corp., in exchange for the release of the debtors’ fraudulent transfer claims against the parent.  In less than one year after commencing the chapter 11 case, AES Eastern confirmed, effectuated, and made distributions to the overwhelming majority of creditors under its chapter 11 plan of liquidation.  Weil’s expertise helped AES Eastern wind down its business responsibly, with minimal litigation expense and delay, enabling it to avert administrative insolvency and maximize the value of its estates for distribution to creditors.

Representation of Daffy’s, Inc., a discount retailer, in its chapter 11 case, which was commenced to facilitate a sale of undermarket leasehold interests and facilitate the liquidation of inventory.  In less than nine months after the commencement of the case, Weil helped Daffy’s confirm, effectuate, and make distributions to creditors under its chapter 11 plan of reorganization, which provided for payment in full (with interest) of all claims and left all equity interests in place.  Weil’s expertise helped Daffy’s not only wind down its business with minimal delay, but also maximize returns to creditors and existing equity.

Representation of Deb Shops, Inc. and its affiliates, a retailer of junior “fast fashion,” in their chapter 11 cases.  With Weil’s assistance, Deb Shops completed the sale of substantially all of its assets to its first lien lenders pursuant to a section 363(b) sale in less than four months after commencing its chapter 11 cases.  As a result of this fast-tracked sale process, Weil enabled Deb Shops to quickly emerge from bankruptcy as a going concern enterprise that continued operating most of its retail stores.

Representation of Finlay Enterprises, Inc., the operator of several fine jewelry retailers, including Bailey, Banks and Biddle, as well as jewelry departments in major department stores, in its chapter 11 cases.  Weil assisted in conducting an auction of substantially all of Finlay’s assets, at which Gordon Brothers Retail Partners, LLC, as the “stalking horse,” submitted the highest bid, increasing the stalking horse bid by $7 million and liquidating substantially all of the retail locations for the benefit of Finlay’s creditors.

Representation of Lenox Group Inc., the iconic china, tabletop, and giftware manufacturer, in its chapter 11 case.  Weil was able to ensure the continuation of the Lenox brand by implementing a sale of substantially all of its assets, pursuant to section 363 of the Bankruptcy Code, to Clarion Capital Partners, which credit bid its secured claim and continued to operate the business as an ongoing concern.

Representation of Lexington Precision Corporation, an automotive and medical products manufacturer, and its wholly-owned subsidiary, Lexington Rubber Group, Inc., in their chapter 11 cases.  With Weil’s assistance, after a contentious battle between Lexington, its secured lenders, and the creditors’ committee, each of which filed competing plans, Lexington was able to negotiate a consensual deal which avoided having to solicit votes on three different plans.  As part of the consensual plan, Lexington secured a plan investment from a third party that enabled Weil to obtain confirmation of Lexington’s plan of reorganization, pursuant to which creditors of Lexington Rubber were paid in full and creditors of Lexington Precision received a significant recovery.

Representation of Magna Entertainment Corp., a leading owner and operator of horse racetracks and “racinos” (horse racetracks that include gambling operations) in its chapter 11 case.  During its 14-month chapter 11 case, with Weil’s assistance, Magna successfully completed several sale transactions, including the sales of Lone Star Park, Thistledown Racetrack, and Remington Park, and was embroiled in hotly-contested litigation brought by the creditors’ committee against Magna’s largest prepetition secured creditor and majority shareholder.  Weil helped negotiate a settlement of that litigation, pursuant to which Magna transferred its remaining racetrack assets and its interest in certain joint ventures to that creditor pursuant to a chapter 11 plan in exchange for certain contributions, payment in full of all administrative expenses, and payments to certain general unsecured creditors, with certain general unsecured creditors receiving payment in full.

Representation of The New York Racing Association Inc. (NYRA), the nonprofit owner and operator of New York State’s premier thoroughbred racetracks, in its chapter 11 case.  Weil assisted in opposing the motion of New York State to dismiss the chapter 11 case and, in turn, commenced litigation, on behalf of NYRA, against the Governor and various agencies and New York State officials seeking declaratory and injunctive relief.  Weil secured confirmation of a chapter 11 plan that incorporated settlements of the pending litigation and enabled NYRA to pay all creditors in full.

Representation of TSIC, Inc. (f/k/a Sharper Image Corporation), a multichannel specialty retailer of innovative and high quality personal and home products, in its chapter 11 case.  Weil assisted Sharper Image in selling substantially all of its assets, including its intellectual property and trade name, to a joint venture formed by Gordon Brothers Retail Partners, LLC; GB Brands, LLC; Hilco Merchant Resources, LLC; and Hilco Consumer Capital, LLC.

Representation of Steve & Barry’s, a retailer of apparel and accessories with approximately 300 stores in 39 states, in its chapter 11 cases.  Approximately one month into the chapter 11 cases, Weil successfully obtained a Bankruptcy Court order authorizing the company to sell a substantial portion of its business to Bay Harbour Management  LLC and liquidate the remainder of the business through going out of business sales.  After the purchaser subsequently filed for chapter 11 relief itself and defaulted on its obligation to pay certain operating expenses under the asset purchase agreement, Weil enabled the company’s estate to avoid protracted litigation with the purchaser’s estate by negotiating a favorable stipulation that escrowed certain funds to fund the purchaser’s obligation under the asset purchase agreement, thereby mitigating the exposure to the company’s estate from the purchaser’s chapter 11 case.