Mark Dendinger is the managing partner of Bracewell’s Connecticut office. He is also a financial restructuring partner who focuses on all aspects of corporate restructuring, bankruptcy and insolvency proceedings. He represents debtors, equity owners, creditors, creditors’ committees, and distressed investors (including hedge funds and private equity funds) in acquisitions, out-of-court restructurings and chapter 11 cases. He also advises boards of directors and senior management of financially troubled companies regarding fiduciary duties and corporate governance. He has broad restructuring experience across several industries, including energy, shipping and retail. Connecticut Law Tribune has named Mark a 2020 Game Changer, awarded to individuals who make a difference in the legal profession by serving as a positive force for change.
Prior to practicing law, Mark spent seven years as an investment professional at a private equity investment firm specializing in secondary market transactions, with funds capitalized at more than $15 billion, which brings an intrinsic business sense to his practice.
Recent Notable Matters
Wells Fargo Bank, N.A. — as administrative agent for the RBL Lenders in the Chapter 11 bankruptcy case and successful reorganization of Diamond Offshore Drilling, Inc. and certain of its affiliates. The plan of reorganization and exit financing included approximately $400 million in a revolving credit facility, $100 million in a term loan and over $85 million in privately placed notes.
Crédit Agricole Corporate and Investment Bank — as agent to the lenders in the $2.44 billion letter of credit facility and approximately $544 million in funded debt for McDermott International in the successfully completed emergence from bankruptcy
Crédit Agricole — $2.8 billion financing facility in prepackaged Chapter 11 restructuring transaction for McDermott International, as agent to revolving debtor-in-possession (DIP) lenders
Wells Fargo Bank, N.A. — as administrative agent for the first lien lender group in the Alta Mesa Chapter 11 bankruptcy case
Imperial Tobacco Canada Ltd. — representing FTI Consulting Canada Inc. in its capacity as Monitor and Foreign Representative for Imperial Tobacco Canada Ltd. in proceedings under Chapter 15 of the Bankruptcy Code in aid of the Company’s restructuring in Canada
Venoco, LLC — Debtors with oil and gas assets off the California coast on federal lands entered Chapter 11 proceedings to restructure their capital structure by obtaining confirmation of a plan of reorganization just four months after filing for bankruptcy. The M&A Advisor recognized this transaction as the Turnaround Awards 2017 Energy Deal of the Year (over $100 million to $500 million). Due to unforeseeable operational issues, Venoco filed a second Chapter 11 proceeding in April 2017 in which brokered settlements with several holders of decommissioning claims, led to a consensual Chapter 11 plan that was confirmed in May 2018. Prior to the Chapter 11 filings, the company was advised in a series of strategic transactions that were recognized as the 2015 Turnaround Awards Out-of-Court Restructuring Deal of the Year (over $500 million).
Energy & Exploration Partners, LLC — Debtors in Chapter 11 proceedings resulting in the restructuring of more than $1 billion of funded debt enabling the company to emerge from Chapter 11 with a deleveraged balance sheet and new financing to support future operations. The transaction was named by Global M&A Network as the 2017 Turnaround Atlas Awards Turnaround of the Year ($1 billion‐$2 billion) Network.
Optim Energy, LLC — debtor in Chapter 11 proceedings, including the successful 363 sale of the Twin Oaks Plant to a unit of Blackstone Group and the confirmation of a plan of reorganization for the debtors’ other remaining power generation business
Linc USA GP — debtor in Chapter 11 proceedings resulting in the successful 363 sale of substantially all of the debtors’ assets, which was recognized as the by Global M&A Network as the 2017 Turnaround Atlas Awards Energy Restructuring of the Year ($5 million to $500 million)
Eastern Outfitters, LLC — Debtor in Chapter 11 proceedings resulting in the successful Section 363 sale of certain Bob’s Stores and Eastern Mountain Sports retail stores to the United Kingdom’s largest sporting goods retailer, SportsDirect.com Retail Ltd. The M&A Advisor recognized the deal as the 2018 Section 363 Sale of the Year (over $100 million to $250 million).
International shipping companies — several restructurings of international shipping companies, including equity owners in Chapter 11 proceedings of Excel Maritime, Ltd. and Toisa, Ltd. seeking to restructure, in part, and liquidate two large international shipping operations each with several billion dollars of debt; debtors in chapter 11 proceedings of Marco Polo Seatrade, B.V. and Omega Navigation Enterprises, Inc., each involving major issues of first impression in international shipping regarding jurisdictional authority to commence Chapter 11 proceedings in the U.S.; and debtors in Chapter 11 proceedings of TMT Co., Ltd. that ultimately liquidated a large international shipping operation with more than $1.5 billion of funded debt
Ahern Rentals, Inc. — Noteholder group in Chapter 11 proceedings of Ahern Rentals, Inc. that resulted in a full recovery for the noteholders after the court agreed to terminate Ahern’s exclusive right to file a plan of reorganization. The M&A Advisor recognized this transaction in two categories in the 2014 Turnaround Awards, including as the Restructuring Deal of the Year (over $500 million to $1 billion).
Transworld Systems Inc. — Private equity sponsor in the restructuring of its portfolio company which was implemented as a simultaneous exchange offer, rights offering, and prepackaged plan solicitation, and ultimately reduced Transworld’s debt and raised new equity capital. The transaction was named by Global M&A Network as the 2018 Turnaround Atlas Awards Financial Deal of the Year (over $500 million).
Entergy Mississippi, Inc. — acquisition of the Choctaw facility, a natural gas-fueled electrical generation plant with an 810 megawatt capacity, from NRG Wholesale Generation LP in a Section 363 sale in U.S. Bankruptcy Court for the Southern District of Texas
Canwest Media — chapter 15 and Chapter 7 cases in the U.S. Bankruptcy Court for the Southern District of New York
First lien lender group — out-of-court restructuring of an oil exploration and production company headquartered in Texas
Ad hoc group of noteholders — receivership of Washington Mutual Bank; restructuring discussions with YRC Worldwide Inc.; representation of bondholder of Griffin Coal, an Australian coal mining company, that also provided debtor in possession financing to the company in voluntary administration proceedings in Australia
Multinational investment bank and financial services corporation — served as underwriter’s counsel for a $68 million “green bond” offering to finance the construction of a renewable natural gas (RNG) project in Northwest Iowa that will generate RNG captured from dairy cow manure
Publications and Speeches
“Retail Bankruptcies: Threading the Needle in a Tattered Industry,” Journal of Corporate Renewal, November/December 2018.
“The Good, the Bad, and the Ugly of Shipping Chapter 11s,” Marine Money International, October/November 2016.
“Losing Momentive: A Roadmap to Higher Cramdown Interest Rates,” Harvard Business Law Review, June 15, 2015.
“To (Credit) Bid Or Not To (Credit) Bid, That Is The Question,” INSOL International Electronic Newsletter, August 2014.
“Shipping Chapter 11s: Safe Harbor or Rough Seas? (Continued),” INSOL International Technical Papers Series,Issue No. 30, August 2014.
“Shipping Chapter 11s: Safe Harbor or Rough Seas?,” INSOL International Electronic Newsletter, October 2013.
“Bankruptcy Considerations for the Transaction Attorney,” American College of Investment Counsel Annual Meeting and Education Conference, October 10, 2013.