Practice Leaders: Richard P. Eckman and David B. Stratton
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Pepper Hamilton’s interdisciplinary approach to distressed transactions meets the unique needs of each client by combining resources and expertise from our private equity, M&A, finance, bankruptcy and tax practices.
The market for distressed investments has become increasingly complex and our sophisticated clients rely upon our extensive experience and sound advice in the purchase and sale of distressed debt, as well as the acquisition and divestiture of distressed assets.
Distressed investing strategies – whether involving corporates, portfolio companies, lenders, third-party purchasers, or deep value investors – require legal counsel who is experienced in these matters and who can bring timely judgment and efficient representation to bear, as well as bringing a practical business approach to successfully achieving the client’s goals.
Broad Industry Experience
Our team of attorneys works closely with our clients across a range of domestic and international distressed transactions. Pepper Hamilton is experienced in representing commercial banks, finance companies, hedge funds, private equity firms and strategic investors in a broad range of distressed transactions. We regularly advise clients, in connection with out-of-court restructurings and sale transactions, bankruptcies (including 363 sales, DIP financings, loan-to-own strategies and exit financings), UCC sales, secondary market trading, regulatory matters and tax issues.
Our experience also includes negotiating with mezzanine lenders and sub-debt holders, analyzing capital structures, realizing on collateral, deed-in-lieu transactions, and enforcing the rights of creditors. We often advise clients on lender liability issues and the sensitive judgments that must be made to avoid liability on the one hand and write-offs resulting from an overly cautious approach on the other.
With more than 70 lawyers and other professionals in our Financial Services, Corporate Restructuring and Bankruptcy practice groups, working together as a seamless team, Pepper has the depth and breadth to handle distressed transactions of any size and complexity.
Representative Engagements Examples include:
- representing a hedge-fund-affiliated finance company working out its $50 million loan to a large luxury resort club company, including restructuring its debt and establishing the debtor-in-possession lending facility which enabled the borrower to find permanent financing of its debt, resulting in our client recovering all it was owed, including contracted interest and fees
- representation of High River LP, an entity owned and controlled by billionaire investor, Carl Icahn, in connection with various matters including the strategic acquisition of in excess of $100 million of debt in the Chapter 11 case of Dana Corporation, a major OEM supplier to the auto industry
- representation of the Catalyst Fund LP, the largest Canadian hedge fund, in connection with its strategic acquisition of a majority of the secured debt in the Chapter 11 case of Quebecor World, Inc., a multinational publishing and media conglomerate
- representation of Deutsche Bank in the Hawaiian Airlines Chapter 11 case in connection with its acquisition of distressed aircraft loans and the formulation of a competing Chapter 11 plan as a means of leveraging a potential bankruptcy acquisition
- representing Versa Fund (formerly Chrysalis Partners/Agarista Funding) in its acquisition of Holliston Mills, the nation’s oldest and largest manufacturer of coated cloth material and specialty packaging materials, through an acquisition of the distressed senior debt, bankruptcy filing and provision of DIP financing, and credit bid in the bankruptcy sale; and negotiation and closing of partial acquisition financing and post-reorganization credit facilities
- representing a regional bank in a restructuring of the debt to a major automotive supplier, including negotiating guarantees by third parties, real estate mortgages and working capital
- handling numerous bankruptcy and workout matters for a major financial institution involving various industries including coal mining, manufacturing, retail and finance
- representing 23 hedge funds in the restructuring of $250 million bond issue through a Plan of Reorganization that resulted in the creditors gaining full control of the company
- representing regional bank in workout/liquidation of multiple troubled manufacturing companies
- representing committee of lenders in connection with investment company liquidation/restructuring including disposition of numerous hard assets
- representing a secured commercial lender in the liquidation of one of the nation’s largest egg producers; this multi-state representation involved restructuring of loan documentation to include cross-collateralization and cross-defaults, forbearance agreements, foreclosure actions, confessions of judgment and commercial collection suits in several jurisdictions; we also represented the lender in the sale and financing of the recovered collateral to purchasers
- representing a real estate lender in the workout of its financing of several large residential subdivisions owned by single-purpose entities with the same guarantors. Because of market conditions, including the termination of lot take-downs by national homebuilders, the developers defaulted on the loans. Matters are complicated by subordinate purchase money and mezzanine lender and intercreditor agreements. Forbearance agreements, featuring extended maturities in exchange for increased equity, are in place.