From its work at the center of the financial crisis through its current representation of the Eastman Kodak Company, Sullivan & Cromwell has planned and led some of the largest and most complicated corporate reorganizations and bankruptcies ever attempted. We specialize in three areas:
- the restructuring of multinational public companies, in court or out
- “rescue” financings and distressed M&A
- bankruptcy litigation, often in pursuit of transactional objectives
Our assignments seek the preservation of going concern value whenever possible. We generally decline assignments where liquidation is the primary option under consideration.
Recent work includes:
Restructurings and Distressed Company Financings
- Eastman Kodak Company as lead counsel in its successful Chapter 11 case and global reorganization
- PMI Group, Inc. in its pending Chapter 11 proceeding
- 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)
- 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 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
Distressed M&A Investments
- Frank McCourt in the court-supervised $2 billion sale of the Los Angeles Dodgers franchise out of Chapter 11
- Fiat and New Chrysler in the bankruptcy acquisition of Chrysler
- MF Global in its attempted rescue sale
- Colony Capital in its pre-packaged bankruptcy acquisition of LodgeNet
- Ares Management and Teachers’ Private Capital in their pre-packaged bankruptcy acquisition of Simmons Bedding
- AT&T in its acquisition of NextWave, structured with 100% creditor consent in order to avoid a bankruptcy filing
- Versa Capital in its bankruptcy acquisition of United Retail Group
- 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
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)
The central premise of our practice is that restructuring clients deserve truly elite lawyers in each relevant discipline, working as a team. Few firms match the quality of S&C across the major corporate and litigation disciplines. Those that have “star” lawyers in other areas typically fail to mobilize those stars for a restructuring assignment. S&C is unique in its ability to handle all elements of a corporate crisis – whether or not bankruptcy may be used as a tool – with world-class resources.
SELECTED REPRESENTATIONSSullivan & Cromwell lawyers have been involved in hundreds of restructuring transactions, and more specific credentials are available upon request for any industry or jurisdiction. Representative matters include:
- Eastman Kodak, as counsel to the company in its successful global restructuring, Chapter 11 case and relisting.
- Energy Future Holdings, as counsel to the official committee of creditors.
- Chrysler Group, as counsel to Fiat and New Chrysler in the acquisition and Chapter 11 case.
- Lehman Brothers, as counsel in its attempts to secure rescue capital prior to Chapter 11, and later as counsel to Barclays as the acquiror of its investment banking business.
- General Growth Properties, as counsel to Pershing Square, the largest shareholder, and Fairholme Capital, the largest creditor, in the reorganization of General Growth Properties.
- CIT Group, as counsel to the board and, subsequently, company in the largest pre-pack ever completed.
- SunEdison, as counsel to its successfully reorganized operating subsidiaries, TerraForm Power and TerraForm Global (the largest restructuring case of the year)
- Abengoa, as counsel to the steering committee of banks supporting the restructuring (“Legal Advisor of the Year,” Institute of Financial Turnaround 2017)
- Los Angeles Dodgers, as counsel to Frank McCourt in the court-supervised $2 billion sale of the Los Angeles Dodgers franchise out of Chapter 11 to Guggenheim Baseball Management.
- Yell Group, as counsel to coordinating committee of distressed funds in its £2.8 billion restructuring.
- Republic of Argentina, as counsel to the international dealer-managers in the $102.5 billion sovereign debt restructuring involving 24 jurisdictions and bondholder litigation in the United States and Europe.