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Mar 21, 2013
SuperMedia filed a prepackaged chapter 11 proceeding on March 18, 2013 to effectuate its proposed merger with Dex One Corporation, which also filed a prepackaged chapter 11 case on the same day. The prepackaged plans, which have the overwhelming support of the companies' respective secured lenders and stockholders, provide for the consummation of the merger, subject to bankruptcy court approval and other conditions.
The proposed merger was first announced in August 2012, and required certain amendments to SuperMedia and Dex One’s loan agreements. Outside of a court process, these amendments would require consent of each lender under the affected loan agreements, but under bankruptcy law, the amendments can be approved with the consent of only one-half of lenders holding two-thirds in amount of the loans under the affected loan agreements. Although SuperMedia did not obtain the consent of every lender, it did obtain acceptance of its prepackaged plan by lenders holding more than 91 percent of the outstanding loans.
Prior to filing the chapter 11 proceeding, SuperMedia also solicited its stockholders for approval of the prepackaged plan. Under the prepackaged plan, stockholders are to receive the same treatment they would receive if the merger was consummated outside of bankruptcy. It is anticipated that SuperMedia stockholders will hold approximately 40 percent of the stock of the combined company, Dex Media, and that Dex One stockholders will hold the remaining shares. Of the SuperMedia stock that voted, over 99 percent voted to accept SuperMedia's prepackaged plan.
Dex One’s lenders and stockholders have also voted to accept Dex One’s prepackaged plan. Under the prepackaged plans, unsecured creditors of SuperMedia and Dex One will be unimpaired and entitled to full payment of their allowed claims.
The court has scheduled a hearing to consider approval of the prepackaged plans on April 29, 2013.
Jul 27, 2011
Cleary Gottlieb represented Nortel Networks on the Section 363 bankruptcy sale of its residual patent assets through a bankruptcy auction to a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion and Sony for $4.5 billion, an increase of $3.6 billion from Ranger Inc.’s original stalking horse bid for these assets. The sale resulted from a four day auction that took place in Cleary Gottlieb’s New York office from June 27 through June 30. A joint hearing before courts in the United States and Canada was held on July 11 to formally approve the sale. Nortel has been a client of Cleary Gottlieb for more than 20 years. The firm is currently acting as U.S. bankruptcy counsel to Nortel and affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. Cleary Gottlieb has represented Nortel on its prior Section 363 bankruptcy auction sales, including the:
- sale of its wireless infrastructure assets to Ericsson for $1.13 billion (November 2009);
- sale of its global Enterprise Solutions business to Avaya for a total of $915 million (December 2009);
- sale of its Optical Networking and Carrier Ethernet businesses to Ciena for $774 million (March 2010);
- sale of its GSM/GSM-R business in Europe and Taiwan to Ericsson and Kapsch CarrierCom for $103 million (March 2010);
- sale of its Carrier VoIP and Application Solutions to GENBAND for $282 million (May 2010); and
- sale of its Multiservice Switch business to Ericsson for $65 million (September 2010).
Apr 08, 2013
On April 8, 2013, Fintech Investments Ltd. closed on transactions to conclude the restructuring of Vitro S.A.B. de C.V., which has been one of the most complex and highly contested multi-jurisdictional restructurings involving any company seeking recognition in the United States of an approved foreign judicial reorganization proceeding. As previously reported, Cleary Gottlieb represented Fintech in connection with the negotiation of a series of agreements with Vitro and certain of its creditors pursuant to which Fintech agreed to acquire the bonds held by those creditors, and take certain action to resolve all pending litigation involving Vitro’s financial restructuring. In exchange for its participation in the settlement, Fintech agreed to contribute the bonds it acquires to the restructuring plan approved by the Mexican legal process and receive the Mexican plan consideration and a subsidiary of Vitro agreed to provide Fintech with shares that will represent approximately 20% of Vitro’s outstanding stock and a senior secured note with a two-year maturity.
In connection with the transaction, Cleary Gottlieb also assisted Fintech in negotiating secured repo financing. Cleary Gottlieb litigation and bankruptcy teams are handling the resolution of various civil and bankruptcy related cases in the United States and Mexico. Previously as part of this assignment, Cleary Gottlieb represented Fintech in connection with a tender offer and consent solicitation that preceded Vitro’s Mexican prepackaged plan of reorganization, the negotiation and structuring of Vitro’s concurso mercantil plan in Mexico, and the enforcement proceedings for the plan under Chapter 15 of the U.S. bankruptcy code, including numerous appeals. In addition, Cleary Gottlieb has represented Fintech in litigation that arose out of Vitro’s restructuring, including before the Fifth Circuit Court of Appeals.
Apr 25, 2012
Cleary Gottlieb has acted as international counsel to The Hellenic Republic in connection with its invitation, launched on February 24, relating to approximately €206 billion face amount of Greek bonds held by private sector holders.
Since July 2011, a dedicated team spanning eight offices has been international counsel to Greece on legal aspects of its external indebtedness, culminating in the announcement on February 24, 2012 of a liability management transaction. By April 25 approximately 97 per cent of the €206 billion Greek bonds invited to participate in the transaction had been exchanged for new Greek bonds and other considerations. This is both the largest ever sovereign debt restructuring and the largest ever bond exchange.
As a result of this liability management transaction, known as PSI (private sector involvement), holders of Greek bonds have provided in excess of €100 billion in debt relief to Greece and the average interest rates on Greece’s remaining private sector debt has been materially reduced. In addition to the PSI transaction, Cleary Gottlieb has acted as international counsel to Greece in its financing transactions with the EFSF, which involve debt facilities in excess of €150 billion as well as other transactions, such as the €35 billion securities purchase transaction between Greece and the ECB.
Our firm has been a pioneer in sovereign debt transactions for more than thirty years. The success of PSI was significantly enhanced by the use of collective action clauses, which have been promoted by Cleary Gottlieb since the 1990s, and specifically in the context of Greece in a 2010 paper co-authored by Mitu Gulati and Cleary Gottlieb partner Lee C. Buchheit. Another innovation in the PSI transaction is the use of a "co-financing agreement" used to link the new bonds issued by Greece to a portion of the loans made to Greece by the EFSF.
This engagement is the latest in a long line of high-profile sovereign debt assignments for our firm, which has represented clients in more than 30 countries around the world. In addition to Greece, the now largest-ever sovereign debt transaction, we are currently advising Iraq and Argentina – the second- and third-largest sovereign transactions, respectively – as well as Iceland in its debt matters.
Nov 08, 2012
Cleary Gottlieb is representing long-standing client Dexia in the proposed €5.5 billion recapitalization of Dexia SA by the Belgian and French States, which was announced on November 8.
The recapitalization is one of the elements of the ongoing orderly resolution plan of the Dexia group. It was made necessary in light of the negative net assets position of the holding company as a result of an impairment of its interest in its main remaining subsidiary, Dexia Credit Local (DCL). In consideration for the States' capital injection, Dexia will issue preference shares entitling the States to a preferential dividend, and be converted into ordinary shares upon occurrence of certain regulatory capital events. The proceeds of the recapitalization will be used by Dexia SA primarily to reinforce the balance sheet of DCL.
The board of directors of Dexia SA approved the agreement reached last night with the States, and the proposed recapitalization will now be submitted to an extraordinary meeting of shareholders for approval. The transaction, which is also subject to prior approval by the European Commission under the EU State aid rules, is expected to complete before year end.
In addition to the recapitalization, Dexia and the States agreed certain amendments to the terms of the States' guarantee of Dexia and DCL's indebtedness, which will now extend to up €85 billion in financings.
Dexia and the States are also engaged in discussions with the European Commission on a revised, final resolution plan, which is expected to be submitted shortly.
Sep 17, 2012
On September 17, CEMEX successfully completed the refinancing of its Financing Agreement, dated as of August 14, 2009 (as amended), comprising approximately $7 billion of bank and private placement debt.
Cleary Gottlieb advised the steering committee of CEMEX’s largest bank creditors, including Banco Bilbao Vizcaya Argentaria, Banco Santander, BNP Paribas, Bank of America Merrill Lynch, Citigroup Global Markets, HSBC Bank, J. P. Morgan Chase Bank and The Royal Bank of Scotland, which together represented approximately 50% of the exposures under the 2009 debt. In addition, Cleary Gottlieb represented the structuring agents on the exchange offer and consent solicitation pursuant to which the transaction was completed.
The transaction employed a novel structure whereby participating creditors that originally held bank loans under syndicated facilities governed by both English and New York law, promissory notes governed by either New York law or both New York and Mexican law, and/or private placement notes extinguished their prior debts pursuant to a deed, in exchange for $6.2 billion in new similar debt instruments maturing in 2017 or, at their option and subject to pro ration in certain circumstances, $500 million in new 9.5% senior secured notes due 2018. Approximately 100 creditors participated in the transaction, resulting in an exchange of approximately 92.7% of the 2009 debt.
The transaction was unusual because it included a consent solicitation of creditors that eliminated certain creditor protections from non-participating creditors, a technique traditionally employed in capital markets liability management transactions. It also included an early bird priority allocation mechanism which was built-in to ensure that investors that wanted more liquid instruments would be able to obtain them.
As of December 31, 2011, the Mexican company CEMEX is one of the largest cement companies in the world, based on annual installed cement production capacity of approximately 94.8 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 55 million cubic meters million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.
Cleary Gottlieb has been counsel in a number of CEMEX related matters, including as counsel to the bank steering committee in connection with the 2009 Financing Agreement and, since 2009, as counsel to initial purchasers in connection with the issuance of approximately $7 billion in high yield bonds and convertible notes.
Nov 20, 2012
Cleary Gottlieb is counsel to Overseas Shipholding Group Inc., the second largest publicly traded oil tanker company in the world, measured by number of vessels, in its Chapter 11 bankruptcy filing. The filing marks the third largest Chapter 11 filing of the year by asset value and involved 181 separate debtor entities that filed.
OSG is a worldwide corporate group with operations in the United States, Europe, the Middle East, Latin America and Asia. It is the only major tanker company with a significant U.S. Flag and International Flag fleet.
The company intends to use the Chapter 11 process to significantly reduce its debt profile, reorganize other financial obligations and create a strong financial foundation for the company's future.
Sep 19, 2011
On Monday, September 19, Chief U.S. District Judge Loretta Preska granted leave to appeal and as a matter of first impression held that the Bankruptcy Court did not have "core" jurisdiction to adjudicate 41 lawsuits, claiming over $3 billion in redemption payments, brought by liquidators of the Fairfield Madoff feeder funds in a Chapter 15 Case against over two hundred defendants including seventeen financial institutions represented by Cleary Gottlieb. The Bankruptcy Court had denied defendants' motion to remand a) all of the cases for lack of subject matter jurisdiction or on the basis of abstention and b) four of the cases on the basis of untimely removals.
Following extensive oral argument, the District Court granted Cleary Gottlieb's motion for leave to appeal and reversed the Bankruptcy Court's decision. Judge Preska remanded to state court four cases (two of which involved Cleary Gottlieb clients) on the basis of untimely removal and the rest of the cases to the Bankruptcy Court to make certain factual findings as a predicate for a mandatory abstention determination that would return those cases to the state forum where they were commenced. The District Court agreed with defendants' arguments that (i) the Bankruptcy Court lacked "core" jurisdiction to decide these cases both as a statutory and constitutional matter, (ii) the Bankruptcy Court misapplied the mandatory abstention standard and (iii) the Bankruptcy Court improperly extended the removal period for certain of the cases after the removal period had expired.
Jul 01, 2011
On July 1, 2011, Lehman Brothers and its key creditors—including several clients of Cleary Gottlieb—reached an agreement resolving various disputes concerning Lehman's chapter 11 plan. Cleary Gottlieb played a lead role in the negotiation and finalization of plan settlement documentation as counsel to Goldman Sachs and other creditors holding substantial derivative claims, having served as the principal drafter of a competing chapter 11 plan for the Lehman debtors that was filed by 23 major financial institutions including Goldman Sachs and other clients. Cleary Gottlieb also played an instrumental role in negotiating a framework for resolving nearly $10 billion in derivatives claims. The competing plan, as well as the framework for derivative claims, was a significant catalyst for resolving various disputes with the Lehman estates that led to the filing of a consensual chapter 11 plan by Lehman Brothers supported by more than 30 creditors holding in excess of $100 billion in claims.
Jul 28, 2011
On Thursday, July 28, U.S. District Judge Jed Rakoff dismissed more than $6.5 billion in common law claims brought by the Madoff Trustee against Cleary Gottlieb client HSBC, on the ground that the Trustee lacked standing to bring those claims. Judge Rakoff returned the case to the Bankruptcy Court for adjudication of the Trustee's more conventional clawback claims (which Cleary Gottlieb did not seek to dismiss).
Dec 15, 2010
Cleary Gottlieb represented Bavaria Yachtbau GmbH, in the immediate lease and the subsequent acquisition of the group's operations of Cantiere del Pardo S.r.l., the manufacturer of the Grand Soleil and Dufour sail yachts, in the context of Cantiere del Pardo’s debt restructuring through a concordato preventivo procedure (court-approved composition with creditors).
Mar 01, 2011
Cleary Gottlieb represented Istithmar Retail in connection with the Chapter 11 proceedings of its portfolio company, Loehmann's Holdings. On March 1, 2011 Loehmann's emerged from bankruptcy protection, just 3 1/2 months after commencing a pre-negotiated Chapter 11 case that was overwhelming supported by creditors in all creditor classes. Under the restructuring plan approved by the court, Istithmar and senior secured noteholder Whippoorwill Associates, a White Plains, New York-based investment manager, backstopped a $25 million rights offering to senior bondholders, providing the funds necessary for the restructuring. As a result of the backstop arrangement, as well as their existing bond positions, Istithmar and Whippoorwill received board selection rights and a substantial ownership stake in reorganized Loehmann's. Through an expedited and consensual process, Loehmann's emerged with a stronger balance sheet, including the elimination of $110 million in long-term debt, and avoided liquidation unlike many recent retailers in bankruptcy.
Loehmann's is a 90-year-old retailer best known for its discounted prices for designer apparel.
Jun 26, 2009
Cleary Gottlieb is representing the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") in its negotiations with GM and the U.S. Treasury relating to the Chapter 11 filing by GM. The firm's work has included advising the UAW with respect to the proposed ownership of 17.5 percent of a new GM by a union retiree healthcare trust, a structure Cleary Gottlieb helped put in place in 2005.
Cleary Gottlieb has a long relationship with the UAW dating back to the 1990s and the restructuring of Navistar Corporation. In recent years, the firm represented the union in connection with the novel agreements entered into in 2005, 2007 and 2008 with General Motors Corporation, Ford Motor Co. and Chrysler to establish the Voluntary Employees’ Beneficiary Association trusts to provide retiree health care benefits for hundreds of thousands of Americans.
Apr 30, 2009
Cleary Gottlieb is representing the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") in its negotiations with Chrysler, Fiat and the U.S. Treasury relating to the Chapter 11 filing by Chrysler. The firm's work has included advising the UAW with respect to the proposed ownership of 55 percent of a new Chrysler by a union retiree healthcare trust, a structure Cleary Gottlieb helped put in place in 2005.
Cleary Gottlieb has a long relationship with the UAW dating back to the 1990s and the restructuring of Navistar Corporation. In recent years, the firm represented the union in connection with the novel agreements entered into in 2005, 2007 and 2008 with General Motors Corporation, Ford Motor Co. and Chrysler to establish the Voluntary Employees’ Beneficiary Association trusts to provide retiree health care benefits for hundreds of thousands of Americans.
Sep 03, 2010
Cleary Gottlieb represented Goldman Sachs as lender in the further restructuring of the senior and mezzanine financings of an acquisition of properties leased to department store chain Karstadt in 2006. Initially, the transaction comprised financings in an amount of up to €3.6 billion and a sale-and-lease-back of more than 170 properties. The further restructuring which was agreed on September 3 became necessary due to the sale of the insolvent Karstadt Warenhaus GmbH to investor Nicolas Berggruen.
Cleary Gottlieb already advised Goldman Sachs in 2006, 2008 and in February 2010 with respect to the original financing and the following restructurings, respectively.
Cleary Gottlieb's role in the restructuring extended to various aspects of the transaction, including amendments to finance documents and security, changes to intercreditor and syndication arrangements, and lease modifications.
Restructuring Team of the Year
Legal Business (2013)
Standout Firm for Finance, Global Markets Deal of the Year, Europe Debt & Equity-Linked Deal of the Year
(Greece's €206 billion private sector debt restructuring)
Financial Times - U.S. Innovative Lawyers Report (2012), Euromoney (2012), International Financial Law Review (2013)
Europe Restructuring Deal of the Year
(Seat Pagine Gialle’s debt restructuring)
International Financial Law Review (2013)
Standout Firm for Finance
(CEMEX's $7 billion debt refinancing)
Financial Times - U.S. Innovative Lawyers Report (2012)
Restructuring Deal of the Year
(Lehman Brothers Chapter 11 proceedings)
International Financial Law Review (2012)
Top 10 Successful Restructuring
(Lehman Brothers Holdings)
Turnarounds & Workouts (2012)
Standout Firm for Technology, Media and Telecoms
(Nortel Networks' patent auction)
Financial Times' U.S. Innovative Lawyers (2011)
Americas Restructuring Deal of the Year, Best Restructuring
(Comerci)
International Financing Review (2012), LatinFinance (2012)
EMEA Restructuring of the Year
(Truvo)
International Financing Review (2012)
Americas Restructuring of the Year
(CIT Group)
International Financing Review (2011)
Best Corporate Liability Management
(Fibria)
LatinFinance (2011)
Restructuring Deal of the Year
(Independência)
Latin Lawyer (2011)
Commended Firm for Restructuring
(Cross-border asset sale of Nortel Networks)
Financial Times' U.S. Innovative Lawyers (2010)
Telecom Deal of the Year
(Nortel's asset sales)
Investment Dealers' Digest (2010)
“This team has an increasingly prominent reputation in the USA, and is well regarded for its international orientation. It offers restructuring and insolvency advice from 14 offices worldwide, and is developing a notable profile for its work on restructurings in Latin America. ‘They have always had a great reputation on cross-border matters.’”
Chambers Global (2013)
“Expertly combining the resources of its global network, this team has a well-deserved reputation for securing some of the most exciting projects around. It also draws on the expertise of the firm's stellar capital markets and corporate practices. ‘High-quality services, excellent drafting skills, and exceptional management and internal communication.’”
Chambers Europe (2013)
“This firm enters the rankings this year from widespread recognition of the team’s strength in sovereign debt restructuring work. ‘They were absolutely terrific to work with - very knowledgeable in this area.’”
Chambers Global (2012)
“The group has developed a tremendous reputation for its capabilities in cross-border and international bankruptcies. Drawing upon the firm’s internationally recognized banking and financial services expertise and resources, it is well positioned to undertake all manner of bankruptcy-related engagements. … ‘Superb, spectacular, creative and hard-working; they are real value-adders.’”
Chambers USA (2012)
“[Cleary Gottlieb] is a cross-border powerhouse. The firm’s niche strength in advising on sovereign debt matters has stole a march on the rest of the market and as national finances buckle around the world.”
The Legal 500 U.S. (2012)
“This New York-based group is one of the strongest practices in the U.S. for international and cross-border restructuring matters. It also receives high marks for bankruptcy matters requiring distressed M&A and securities expertise. … ‘Its client-service is exceptionally high; they are responsive, proactive and available twenty-four-seven.’”
Chambers USA (2011)
“Imbued with the firm’s overall generalist approach, the team’s lawyers are well-suited to the increasingly sophisticated and often transactional nature of restructuring, and are adept at providing a one-stop-shop at handling restructuring mandates that require corporate, capital markets, litigation and financial products input.”
The Legal 500 U.S. (2011)
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