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Financial Restructuring

Financial Restructuring

Bracewell is a recognized leader in the financial restructuring and bankruptcy arena. The experience of our cross-disciplinary team of financial restructuring lawyers is known throughout the U.S. and internationally for regularly advising on special situations, distressed investments and acquisitions, lending and financing activities in connection with both Chapter 11 proceedings and out-of-court transactions. We regularly counsel noteholders and bondholders, and have been recognized for our work for corporate borrowers and debtors, private investment funds, financial institutions, commercial lenders, and institutional investors including insurance companies, mutual funds and pension funds.

From an industry perspective, Bracewell’s experience is unmatched in the energy and maritime sectors, and our success is unparalleled regarding a series of debtor-side representations for oil and gas companies, international shipping groups, retail companies and power generation projects. Additionally, our financial restructuring lawyers have substantial experience handling fraudulent transfer, fiduciary duty, lender liability, valuation and other complex litigation issues that arise in Chapter 11 cases.

Our team has built a reputation of deploying excellent lawyers who deliver superior client service, in addition to a common culture of teamwork and collegiality. You will find we are always available when you need us. We understand communication is key as we navigate turbulent times. We promise not to disappoint. We work with our clients to create the right balance between quality, efficiency, creativity and cost-effectiveness.

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Bracewell’s bankruptcy litigation team has a proven track record of success with substantial experience handling fraudulent transfer and preference claims, fiduciary duty, lender liability, valuation and other complex litigation issues that arise in Chapter 11 cases. Our clients turn to our skilled litigators as advocates in restructuring and indenture disputes and in bankruptcy courts around the country to defend and enforce their rights. We are capable of handling large, complex litigation and going the distance against large, well-funded defense firms.

Bracewell's award winning restructuring team offers experienced and comprehensive counsel to Chapter 11 debtors. Recent debtor representations have afforded our team numerous awards recently, including energy deal of the year, out-of-court restructuring deal of the year, section 363 sale of the year, and turnaround of the year. Our team assists corporate clients in pre-bankruptcy planning and strategy review. We also represent debtors in securing debtor-in-possession financing and renegotiating vendor and customer agreements so to maintain operations during an asset sale or reorganization. And with restructurings becoming more complex and litigious each year, our restructuring lawyers are skilled bankruptcy litigators who advocate in bankruptcy and appellate courts to enforce and defend the rights of our corporate clients. We regularly handle complex matters of first impression and we creatively and effectively respond to the diverse issues affecting litigation recoveries. We handle adversary proceedings, bankruptcy appeals and contested hearings throughout the US involving such issues as asset recovery, fraudulent conveyances and preferences, lender liability claims, make-whole disputes, recovery actions, contested plans of reorganization, valuation disputes, claim objections, Rule 2019 disputes, stay relief motions, adequate protections issues, cross-border insolvency disputes and executory contract issues.

Much of our restructuring work involves sophisticated deals that require customized financing and entity structure solutions. We regularly assist special situations investment firms on investments and acquisitions involving distressed and insolvent companies and their restructuring, both in-court and out-of-court. Our transactional, litigation and bankruptcy capabilities help private equity, hedge and other investment fund clients to act quickly and effectively. We analyze investment opportunities and risks across distressed capital structures in Chapter 11 plans, Section 363 acquisitions and out-of-court recapitalizations. We also help arrange distressed debt and equity financing and create alternative investment vehicles.

A significant part of our funds practice involves representing funds on investments in, and acquisitions and dispositions of, businesses, whether on a negotiated, hostile, opportunistic or competitive basis. We regularly advise on domestic and cross-border mergers, acquisitions and divestitures involving both public and private entities, including restructurings, management and leveraged buy-outs, going private transactions, acquisitions and dispositions of assets, stock sales and exchanges, roll-ups, acquisitions and dispositions of partnership interests, joint ventures, tender offers, recapitalizations and similar transactions.

We are experienced in all types of private equity transactions, ranging from complex buyouts involving multi-tiered capital structures to minority investments that must effectively address difficult governance and liquidity issues. We also regularly advise clients on relevant regulatory and judicial developments in areas such as tax, ERISA, CFIUS, antitrust, corporate governance and securities laws as they affect the M&A environment generally.

We represent many of the world’s largest institutional investors, hedge and private equity funds, alternative investment managers, banks and other financial services companies in restructuring matters in the US and around the world, including: Africa, Asia, Australia, the Caspian Region, Europe, the Middle East, and North, Central and South America.

Noted by Lloyd’s List, Bracewell is “the biggest draw at [the maritime] bankruptcy party.” Bracewell’s maritime investment and restructuring practice has a unique blend of experience in U.S. and international insolvency law, maritime finance, regulatory, and corporate law. Our attorneys have been involved in domestic and international restructurings and acquisitions of a broad range of maritime assets, including owners, operators and managers of tankers, bulk carriers, towing and subsea maintenance service providers, and ship builders.

Bracewell "has scored a landmark victory in its Chapter 11 battle [for Omega Navigation Enterprises]…, setting an extraordinary precedent for other foreign shipping companies seeking refuge from unpaid banks through the US bankruptcy courts" – Lloyd's List

Bracewell, representing Marco Polo Seatrade, obtained "a decision with important implications for shipping [that] lays down a precedent on whether international shipping companies … can use the bankruptcy system in today's economy to stave off repossessions and foreclosures" – Lloyd's List

This experience provides our professionals with the ability to approach each situation with a focus on delivering a comprehensive solution that considers both the legal and business objectives of maritime industry participants.

Bracewell has represented the interests of domestic and global clients in energy related issues for decades and is considered among the world’s leading law firms in energy transactions and financial restructurings. We have substantial experience in distressed situations in the oil and gas industry and each segment of the electric power industry. We have been involved in most of the significant oil and gas bankruptcies in the last 20 years. We also regularly work seamlessly with both our antitrust and environmental teams when needed, therefore, distinctly positioning Bracewell to best serve you. For years, Bracewell has been recognized for our work in energy restructurings, including most recently:

  • Energy Deal of the Year (over $100 million to $500 million), The M&A Advisor as part of the 2017 Turnaround Awards
  • Energy Restructuring of the Year ($5-$500 million), Global M&A Network
  • Turnaround of the Year ($1-$2 billion), 2017 Turnaround Atlas Awards
  • Energy Restructuring of the Year ($5-$500 million), 2017 Turnaround Atlas Awards
  • Recognized as Highly Commended, 2018 Financial Times Innovative Lawyers Awards North America report
  • Out-of-Court Restructuring Deal of the Year (over $500 million) at the 2015 M&A Advisor Turnaround Awards

Bracewell attorneys have deep restructuring and bankruptcy experience representing official creditors' committees, ad hoc groups and creditors such as financial sponsors, money center lenders, investment banks, agents and lenders in senior secured loan transactions, private placement noteholders, as well as clients in restructuring-related second lien and mezzanine financing matters. Our attorneys understand the interests of diverse creditor constituencies and have success navigating competing interests and reconciling and advocating effectively in order to maximize unsecured creditor recoveries.

Bracewell attorneys understand the fundamental differences between private notes and public bonds, including the different covenant structures, investment objectives, make-whole premiums and other negotiated provisions.

Experience

Recent Notable Matters

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).

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

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).

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.

Wells Fargo Bank, N.A.  Administrative agent to the first lien bank group and DIP lenders in the Chapter 11 proceedings of PennVirginia, an oil and gas explorer with more than $1.4 billion of debt obligations; and administrative agent to the first lien bank group in the Chapter 11 cases of Triangle USA Petroleum Corporation and its subsidiary debtors (TUSA) pending in the U.S. Bankruptcy Court for the District of Delaware. TUSA, an independent oil and gas exploration and development company, had over $680 million of funded debt, including over $300 million of first lien bank debt and $380 million of unsecured notes.

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)

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).

EXCO Resources, Inc. — prepetition secured lender and DIP lender in the Chapter 11 proceedings of EXCO, an oil & gas exploration company seeking to restructure approximately $1.4 billion of funded debt

Nordheim Eagle Ford Gathering, LLC  pipeline gatherer in a contract rejection dispute involving major issues of first impression in the oil & gas sector regarding treatment of covenants running with the land in a Chapter 11 proceeding

Warren Resources — second lien lender in the Chapter 11 proceeding of Warren Resources, an oil and gas business with $550 million of funded debt

ENI Petroleum Co. Inc.  joint venture partner of Quicksilver Resources in Quicksilver’s Chapter 11 proceedings

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

Premier Entertainment Inc.  shareholders in the Chapter 11 proceedings of RMS Titanic, including the submission of a stalking horse bid to purchase the debtors’ assets

US Bank as Indenture Trustee to Yankee Stadium Parking Garage  indenture trustee in connection with the restructuring of the financing to build and renovate the parking garage system for the new Yankee Stadium

Macquarie Bank Limited  secured lender in restructuring of a secured debt facility to provide inventory financing, cash advances, and financing of margin calls for a commodities company

Major international bank  several restructurings of monoline insurance companies, including SCA/Syncora, CIFG and Ambac

Amegy Bank  administrative agent for first lien lender group in the Chapter 11 proceedings of Torqued-Up Energy Services, Inc.

International shipping companie 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

Energy companie debtors in Chapter 11 proceedings of Trinity River Resources, LP and WBH Energy Partners, LLC, each filed in the U.S. Bankruptcy Court for the Western District of Texas

One of Europe’s largest financial services organization  holder of promissory note in an out-of-court restructuring of a Denver, Colorado-based corporation

Private Placement Noteholder Groups Investing in Australian Companies  multiple restructurings of Australian companies

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