S&C Steers Clients Through Communications, Retail and Healthcare Sector Restructurings

July 7, 2020

A range of clients have turned to S&C's restructuring team to address complex issues facing distressed companies during these challenging economic times. Our multidisciplinary lawyer teams are handling the following sample of matters for debtors and creditors in the communications, retail and healthcare sector industries. We've helped them in and out of court with strategies that include complex financings and “stalking horse” asset purchase agreements under Section 363 of the U.S. Bankruptcy Code.
 
LSC Communications: Debtor's Counsel

S&C is serving as lead debtor's counsel for LSC Communications Inc. in its ongoing Chapter 11 proceeding in the Southern District of New York. Bankruptcy Court Judge Sean Lane has approved relief including a $100 million debtor-in-possession facility committed to by lenders under LSC's prepetition revolving credit facility and procedures for the potential sale of all of the company's assets. LSC, which was spun off from R.R. Donnelley & Sons Company in 2016, is one of the largest printers of books and magazines in the United States. S&C has handled various matters for LSC prior to the bankruptcy filing, including mergers and acquisitions, securities law, financing and other general corporate matters.

The S&C restructuring team is led by Andy Dietderich and Brian Glueckstein. Audra Cohen is handling M&A matters, Heather Coleman is advising on employee and executive compensation matters, and David Hariton is advising on tax issues.
 
Lion Capital: Stalking Horse Bidder and DIP Lender in Proposed Varvatos Sale

S&C is representing Lion Capital in its affiliate's May 6 agreement to acquire substantially all of the assets of John Varvatos Enterprises, Inc. in a sale under Section 363 of the U.S. Bankruptcy Code. In connection with this “stalking horse” asset purchase agreement, John Varvatos Enterprises filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware before Judge Mary Walrath.

Under the asset purchase agreement, which is subject to bankruptcy court approval, Lion would acquire the assets for consideration that includes a “credit bid” of Lion's secured claims under the debtor-in-possession credit facility and certain of its prepetition secured debt.

John Varvatos is a luxury men's lifestyle brand that designs, manufactures and retails high-end fashion. Lion Capital is a consumer-focused private equity firm that has owned over 100 consumer brands.

Jim Bromley is leading on restructuring matters and Ari Blaut is advising on finance matters. Krishna Veeraraghavan and Rita-Anne O'Neill are handing M&A matters, David Hariton is advising on tax matters, Medhi Ansari is advising on intellectual property matters, Heather Coleman is advising on employee benefit matters, and Joe Matelis is advising on antitrust matters.
 
Deerfield: Creditor and Purchaser of Melinta Pharmaceuticals

S&C represented affiliates of Deerfield Management Company L.P. as the senior secured creditor and DIP lender in the Chapter 11 proceedings of Melinta Therapeutics Inc., which emerged from bankruptcy protection on April 20. As part of the reorganization, Deerfield entered into a Restructuring Support Agreement with Melinta in which Deerfield exchanged approximately $140 million senior secured debt for 100 percent of the equity of the reorganized Melinta. The proceedings were before Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware.
 
Melinta is a commercial-stage pharmaceutical company focused on developing and commercializing treatments for infections due to resistant gram-negative and gram-positive bacteria. Deerfield is a healthcare investment management firm.
 
The S&C restructuring and finance team advising Deerfield was led by Jim Bromley and Ari Blaut. Brian Hamilton advised on M&A matters, Rebecca Coccaro advised on employee benefit matters, David Hariton advised on tax matters, and Cathy Clarkin advised on securities law matters. 
 
Deerfield: Creditor and Purchaser of Endologix

S&C represents affiliates of Deerfield Management Company L.P. as the senior secured creditor and DIP Lender in the Chapter 11 proceedings of Endologix Inc., which filed for bankruptcy protection on July 6, 2020 before Judge Stacey Jernigan of the United States Bankruptcy Court for the Northern District of Texas (Dallas). As part of the reorganization, Deerfield entered into a Restructuring Support Agreement with Endologix, which contemplates recapitalizing Endologix through exchanging Deerfield's $178.4 million senior secured debt for 100 percent of the equity of the reorganized Endologix. Deerfield also has agreed to provide $30.8 million of DIP financing.
 
Endologix is a commercial-stage medical device company focused on developing and commercializing products for the minimally invasive endovascular treatment of abdominal aortic aneurysms. Deerfield is a healthcare investment management firm.
 
The S&C restructuring and finance team is led by Jim Bromley and Ari Blaut on bankruptcy and finance matters. Brian Hamilton is advising on M&A matters, Rebecca Coccaro is advising on employee benefit matters, and Ron Creamer is advising on tax matters.