Sullivan & Cromwell’s Restructuring and Bankruptcy Group has had a leading role in many of the most significant restructuring matters in recent years. We have helped clients buy and sell distressed businesses, protect their rights during counterparty bankruptcies, establish best practices for corporate governance in the zone of insolvency, and preserve value while changing capital structures.

While we recognize that many firms are active in restructuring today, Sullivan & Cromwell is unique in its capabilities and approach. Every client of the Restructuring and Bankruptcy Group is a client of the entire Firm, with access to a truly elite global practice in M&A, capital markets, executive compensation, tax, banking, insurance, commercial real estate, derivatives, structured finance, natural resources, antitrust and general litigation. We believe this multidisciplinary approach delivers meaningful incremental value to clients.

The Restructuring and Bankruptcy Group is as global as the Firm itself, involving lawyers in all of our offices around the world often working as a team on cross-border matters.

Recent representations include:

Distressed M&A Investments

• Pershing Square, the largest stockholder, and Fairholme Funds, the largest creditor, in the recapitalization of General Growth Properties (the largest real estate bankruptcy in U.S. history)
• Fiat S.p.A. and Chrysler Group LLC in the Section 363 acquisition of the business of Chrysler LLC
• Ares Management and Teachers’ Private Capital, as plan sponsors for the acquisition of Simmons Bedding Company
• Barclays in its acquisition of Lehman Brothers’ North American investment banking and capital markets operations (M&A Deal of the Year, IFLR Americas Awards 2009)
• JPMorgan Chase in its acquisition of Washington Mutual’s banking assets from the FDIC and the related Title 11 bankruptcy and Title 12 receivership proceedings
• RR Donnelley in its bid to acquire substantially all of the assets of Quebecor World
• Adelphia Communications in its $17.6 billion sale of substantially all of its assets (the largest M&A transaction ever, by cash consideration, completed in a Chapter 11 proceeding)
• the independent directors of Bear Stearns in its sale to JPMorgan Chase

Restructurings and Distressed Company Financings

• Eastman Kodak Company as lead counsel in its pending global reorganization and Chapter 11 case in the United States
• MF Global in connection with the attempted rescue sale of its business, and as corporate counsel with respect to its Chapter 11 filing
• PMI Group, Inc. in connection with its pending Chapter 11 proceeding
• CIT Group Inc. and its Board of Directors on corporate matters relating to its restructuring plan (the largest prepackaged bankruptcy plan in history and Restructuring Deal of the Year, Investment Dealers’ Digest 2009)
• The Weinstein Company in its out-of-court financial restructuring
• the primary creditors of CIFG in connection with its successful restructuring (Restructuring Deal of the Year, IFLR Americas Awards 2009)
• New Chrysler with respect to the bankruptcies and financial restructurings of various suppliers, including Visteon Corporation
• NXP B.V. in its exchange offer for outstanding high yield notes
• the mezzanine lenders in the restructuring of Station Casinos
• the Dubai World directors in the restructuring of the City Center joint venture with MGM Mirage
• Goldman Sachs and Citibank in financing the Starwood bidding consortium in the Extended Stay Hotels bankruptcy auction
• World Color Press in connection with the $1.2 billion of financing in its acquisition by Quad/Graphics
• DISH Network Corporation in connection with a proposal to refinance a significant portion of the outstanding debt of Sirius XM Radio Inc.
• the arrangers of rescue financing for Ambac

U.S. Bankruptcy Litigation

• JPMorgan Chase N.A. in litigation with Washington Mutual Inc., pending before the U.S. Bankruptcy Court for the District of Delaware and the U.S. District Court for the District of Columbia 
• several of the world’s leading financial institutions in their legal challenge to the recent restructuring of MBIA (S&C is acting as lead counsel)
• Barclays in the Enron securities class action 
• UBS in the largest of the proceedings commenced by Enron to avoid prepetition payments to settle equity forwards and swaps
• Clients with some of the largest disputed claims in the Lehman Brothers bankruptcy, including Barclays Canary Wharf and new Meadowlands Stadium
• Philips in the bankruptcy of its THAN subsidiaries and the creation of a trust to fund certain asbestos liabilities
• Mitsui in the bankruptcy of Asarco
• the secured lenders in the restructuring of NRG Energy
• significant creditors in the bankruptcy proceedings for American Airlines, Northwest Airlines and US Airways

Cross-border and International Insolvency

• the independent directors of United Company RUSAL Limited in connection with the 2009 restructuring of the RUSAL Group’s $15 billion of indebtedness and other obligations
• Goldman Sachs and Deutsche Bank as original lead arrangers in therestructuring of Honsel AG
• Technicolor (formerly Thomson) on sauvegarde proceedings and tax aspects of its restructuring
• a syndicate of five banks as creditors of Gruma, S.A.B. de C.V. in connection with its derivative restructuring (Restructuring Deal of the Year 2009, Latin Lawyer)
• Total and StatoilHydro as sponsors in the restructuring of the Sincor/PetroCedeño project (Restructuring Deal of the Year 2008, Latin Lawyer)
• AIG in the restructuring of its joint venture operations in Brazil with União de Bancos Brasileiros S.A. (Unibanco)
• the debtors in the restructurings of Sidor, Siderar and Transportadora de Gas del Sur
• a leading bidder for Northern Rock to avert its eventual nationalization
• Goldman Sachs in connection with the refinancing of Eurotunnel
• the liquidators in bankruptcy proceedings against the former directors of Cider Santé
• the international dealer-managers in the $82 billion exchange offer by the Republic of Argentina (the world’s largest debt restructuring)

In addition, Sullivan & Cromwell advises a large number of corporations, directors, board committees and management on best practices related to their fiduciary duties under corporate and securities law during periods of financial distress. We also regularly consult with clients concerning the treatment of derivatives and novel financial instruments in bankruptcy proceedings, receiverships or rehabilitations.

For up-to-date information on Dodd-Frank and other financial institution regulatory reform related issues and developments, visit S&C’s Financial Services Reform Resource Center. For information on financial services reform in France, visit S&C’s  French Financial Services Reform Resource Center.