Prominent Matters

Recognized by clients, the media, and professional commentators, Weil’s lawyers are known for the clarity, timeliness, and effectiveness of their counsel, and as a result, have become their clients’ call of first resort for solutions to their most significant legal challenges. Weil’s one-firm approach ensures that the Firm works seamlessly to handle the most complex Corporate, Litigation, Restructuring and Tax challenges.

Recent experience includes advising:

Mergers & Acquisitions

  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E.I. du Pont de Nemours and Company
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  • Transaction Committee of the Board of Directors of Reynolds American Inc. in Reynolds’ $60.6 billion sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own
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  • Dow in its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies, one each for its agriculture, materials science and specialty products businesses
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  • Maxim Integrated Products, Inc. in its $21 billion sale to Analog Devices, Inc.
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  • Willis Group Holdings in its $18 billion merger with Towers Watson & Co.
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  • Scripps Networks Interactive, Inc. in its $14.6 billion merger with Discovery Communications, Inc.
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  • Brookfield Asset Management Inc. and Brookfield Property Partners L.P. (BPY) in BPY's $14.4 billion acquisition of the approximately 66% of common stock that it did not already own of GGP Inc. (f/k/a General Growth Properties Inc.)
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  • Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion take-public merger with Lucid Motors
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  • VINCI SA in its up to $6.5 billion acquisition of the energy activities of ACS, Actividades de Construcción y Servicios, S.A.
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  • Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion
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  • Foley Trasimene Acquisition Corp. II, a SPAC sponsored by Trasimene Capital FT, LP II, in its $9 billion merger with Paysafe Group Holdings Limited (n/k/a Paysafe Limited)
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  • Foley Trasimene Acquisition Corp., a SPAC sponsored by Bilcar FT, LP and Trasimene Capital FT, LP., in its $7.3 billion combination with Alight Solutions LLC
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  • Sanofi in its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH; $13 billion sale of nearly all of its 20.6% stake in Regeneron Pharmaceuticals, Inc.; $11.6 billion acquisition of Bioverativ Inc.; $4.8 billion acquisition of Ablynx NV; $3.7 billion acquisition of Principia Biopharma Inc.; $2.5 billion acquisition of Synthorx, Inc.; €1.9 billion sale of Zentiva to Advent International; $1.9 billion acquisition of Kadmon Holdings, Inc.; and its up to $1.45 billion acquisition of Kymab, Ltd.
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  • Eli Lilly and Company in its approximately $8 billion acquisition of Loxo Oncology, Inc.; its $1.1 billion acquisition of Dermira, Inc.; and its $1 billion acquisition of Prevail Therapeutics Inc.
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  • Campbell Soup Company in its $6.1 billion acquisition of Snyder’s-Lance, Inc.
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  • MGM Resorts International (MGM Resorts) in its pending $2.1 billion acquisition of the 50% stake it does not already own in CityCenter from Infinity World Development Corp. In a simultaneous transaction, advising MGM Resorts in its pending $3.9 billion sale and leaseback of the Aria Resort and Vdara Hotel real estate at CityCenter to Blackstone.
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  • MGM Resorts International (MGM Resorts) in the formation of a joint venture between MGM Growth Properties LLC (MGP) and Blackstone Real Estate Income Trust to acquire the Las Vegas real estate assets of the MGM Grand and Mandalay Bay for $4.6 billion and to lease back these assets to subsidiaries of MGM Resorts
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  • MGM Resorts International (MGM Resorts) in its $4.25 billion sale of the Bellagio to a joint venture MGM Resorts formed with Blackstone Real Estate Income Trust and its planned leaseback of the Bellagio
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  • Belmond Ltd. in its $3.2 billion sale to LVMH Moet Hennessy Louis Vuitton SE
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  • Cardtronics plc in its $2.5 billion sale to NCR Corporation
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  • Core-Mark Holding Company, Inc. in its $2.5 billion sale to Performance Food Group
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  • Wejo Limited in its pending $1.1 billion business combination with Virtuoso Acquisition Corp., a SPAC sponsored by Virtuoso Sponsor LLC

Private Equity – Execution and Fund Formation

  • CPP Investments in the merger of The Ultimate Software Group, Inc. with Kronos Incorporated in a deal that values the combined company at $22 billion on an enterprise value basis
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  • Brookfield Asset Management in its formation of Brookfield Infrastructure Fund IV, L.P., a $20 billion global infrastructure fund — which is the largest private fund raised by Brookfield and the second largest ever raised in the industry. Weil also raised Brookfield Infrastructure Fund III — a $14 billion infrastructure fund.
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  • CPP Investments in a consortium that also includes Blackstone and GIC, in the consortium’s acquisition of a 55% stake in Thomson Reuters’ Financial & Risk business (n/k/a Refinitiv), valued by the transaction at $20 billion
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  • Gores Holdings IV, Inc., a SPAC sponsored by an affiliate of The Gores Group, in its business combination with United Wholesale Mortgage, LLC (UWM), in a transaction that values UWM at approximately $16.1 billion
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  • Genstar Capital in the formation of Genstar Capital Partners X, a buyout fund with approximately $10.2 billion in total commitments
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  • Brookfield Asset Management in its formation of Brookfield Capital Partners V, L.P., a $9 billion private equity fund. Weil also raised Brookfield Capital Partners IV, a $4 billion private equity fund.
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  • Mr. Jinbo Yao, chairman of the board of directors and chief executive officer of 58.com Inc., as a member of Quantum Bloom Group Ltd., a consortium that also includes Warburg Pincus Asia, General Atlantic Singapore Fund, Ocean Link Partners, and Internet Opportunity Fund (an entity controlled by Mr. Jinbo Yao), in Quantum Bloom's $8.7 billion take-private of 58.com Inc.
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  • Gores Holdings V, Inc., a SPAC sponsored by The Gores Group, in its $8.5 billion business combination with Ardagh Metal Packaging S.A.
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  • American Securities in its formation of American Securities Partners VIII, L.P., a $7 billion buyout fund
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  • Gores Metropoulos, Inc., a SPAC sponsored by affiliates of The Gores Group and Metropoulos & Co., in its $3.4 billion merger with Luminar Technologies, Inc.
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  • SoftBank Group Corp. in its $3.3 billion take-private acquisition of Fortress Investment Group LLC
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  • Advent International in its $3 billion merger of its portfolio companies Clearent LLC and Transaction Services Group Limited to form Xplor Technologies
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  • Gores Holdings VI, Inc., a SPAC sponsored by The Gores Group, in its $2.9 billion business combination with Matterport, Inc.
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  • Gores Holdings II, a SPAC sponsored by an affiliate of The Gores Group, in its transaction with Verra Mobility Corporation, with an initial enterprise value of approximately $2.4 billion
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  • SoftBank Vision Fund in its $2.25 billion minority investment in GM Cruise Holdings LLC (Cruise) alongside a $1.1 billion investment in Cruise by GM
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  • Gores Metropoulos II, Inc., a SPAC sponsored by Gores Metropoulos Sponsor II LLC (an affiliate of The Gores Group and Dean Metropoulos), in its $1.925 billion business combination with Sonder Holdings
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  • Goldman Sachs Merchant Banking Division in its acquisition of a significant stake in Zaxby's Operating Company L.P.
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  • The Blackstone Group Inc. in its acquisitions of Concert Golf Partners, Amergint Technologies, Inc., Aqua Finance, Inc. and majority stakes in Certified Collectibles Group LLC and ZO Skin Health, Inc.; its investments in Hotwire Communications, Sema4 and ISN Software Corporation; the sale of the US Claims business of DRB Financial Solutions to Further Global; and as controlling shareholder of Vivint Solar, Inc. in the sale of Vivint to Sunrun Inc.

Finance

  • Citi, as administrative agent, and Citi and another financial institution, as joint lead arrangers and joint bookrunners, in $21.8 billion committed bridge financing to support the $55 billion acquisition by Occidental Petroleum Corporation (OXY) of Anadarko Petroleum Corporation
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  • Johnson & Johnson in its multi-tranche $7.5 billion senior unsecured notes offering to, primarily, finance its acquisition of Momenta Pharmaceuticals, Inc.
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  • CIBC and another financial institution, as joint lead arrangers, in $2.4 billion bridge and term facilities for Intact Financial Corporation, to finance in part the $12.3 billion acquisition of RSA Insurance Group plc
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  • Campbell Soup Company in its $5.3 billion senior unsecured fixed and floating rate notes offering to, in part, finance its $6.1 billion acquisition of Snyder’s-Lance, Inc.
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  • JAB Holding on $6.4 billion multicurrency financing for its acquisition of Keurig Green Mountain
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  • Westinghouse Electric Company, LLC (a portfolio company of Brookfield Business Partners) in $6 billion amended senior secured term facilities to reprice existing indebtedness
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  • Johnson & Johnson in its $4.5 billion registered debt offering
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  • JPMorgan Chase, Goldman Sachs and another major financial institution in a senior unsecured bridge facility to support the $23.1 billion merger of Keurig Green Mountain, Inc. and Dr Pepper Snapple Group, Inc.
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  • Morgan Stanley and Credit Suisse in $7.5 billion committed bridge financing to support the merger of International Flavors & Fragrances Inc. (IFF) with the Nutrition & Biosciences (N&B) Business of DuPont in a deal that values the combined company at $45 billion on an enterprise value basis
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  • Advent International in $3.2 billion senior and second lien multicurrency facilities to finance its $5 billion take-private of Cobham PLC (n/k/a Cobham Limited)
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  • Goldman Sachs, as first and second lien administrative agent and a lead arranger, in $2.2 billion first and second lien committed financing to support the $4.2 billion acquisition of Duff & Phelps LLC by an investor consortium led by Stone Point Capital and Further Global
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  • Goldman Sachs, J.P. Morgan, SMBC Nikko Securities America and another financial institution, as representatives of the underwriters, in a $2.15 billion offering of senior unsecured notes by Keurig Dr Pepper Inc. (KDP), to repay existing indebtedness
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  • Deutsche Bank, as administrative and collateral agent and a revolving lender, in $2 billion amended and extended first lien multicurrency facilities for Flint Group S.A. and affiliates (a portfolio company of Goldman Sachs Merchant Banking Division and Koch Industries)
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  • Dun & Bradstreet Holdings, Inc. (a public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital) in its $1.98 billion initial public offering and $400 million concurrent private placement
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  • Morgan Stanley and another financial institution, as representatives of the underwriters, in a $1.5 billion offering of 16.9 million shares of common stock of Royal Caribbean Cruises Ltd.
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  • Churchill Capital Corp VII, a SPAC sponsored by Churchill Capital Group, in its $1.38 billion initial public offering
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  • American Securities in $1.1 billion senior secured bridge, term and ABL revolving facilities to finance its $1.37 billion take-private of Foundation Building Materials, Inc.
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  • Genstar Capital and TA Associates in $1.1 billion first and second lien facilities to finance their acquisition of Orion Advisor Solutions, following the merger of Orion and Brinker Capital

Antitrust M&A

  • Allergan in its $63 billion sale to AbbVie Inc.
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  • AbbVie in its $21 billion acquisition of Pharmacyclics
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  • The Sherwin-Williams Company in its $11.3 billion acquisition of Valspar
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  • BASF SE in its $11 billion acquisition of assets and businesses related to various agricultural markets involving seeds, traits and crop protection products from Bayer AG
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  • Microsoft in antitrust aspects of its $7.5 billion acquisition of ZeniMax Media, Inc.
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  • Walgreens Boots Alliance, Inc. in its $5.2 billion acquisition of 2,186 stores, three distribution centers and related inventory from Rite Aid Corporation
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  • William Hill plc in antitrust aspects of its $3.7 billion sale to Caesars Entertainment Corporation
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  • Johnson & Johnson in its $1.05 billion sale of its Codman neurosurgery business to Integra Life Sciences Holdings Corporation

Recent experience includes advising:

  • Bio-Rad and the University of Chicago in obtaining a jury verdict in Delaware federal court awarding approximately $24 million in damages in a patent infringement suit brought against competitor 10X Genomics regarding a sophisticated genetic testing method, and subsequently securing a permanent injunction against 10X.
  • C&S Wholesale Grocers in winning a complete defense jury verdict defeating a multi-hundred million dollar antitrust class action in Minnesota federal court alleging that C&S and another wholesaler conspired to allocate markets, and sustaining that trial victory before the Eighth Circuit.
  • Credit Suisse in securing a significant victory before the Tenth Circuit upholding the dismissal of all claims in a billion-dollar dispute arising out of loans made to a luxury resort developer, as well as a major victory before the Ninth Circuit upholding a summary judgment dismissal in a parallel case that originally asserted claims worth in excess of $24 billion.
  • Getty Images in winning a summary judgment victory in a massive copyright infringement action in the Southern District of New York in which plaintiff claimed that Getty Images had copied, displayed, marketed and intentionally altered the crediting for tens of thousands of photographs exclusively licensed to plaintiffs.
  • Illumina in securing a significant Federal Circuit decision in a patent infringement action that reversed a trial court’s summary judgment of invalidity, and broke new ground in the fast-evolving area of patent eligibility.
  • Illumina and Verinata Health in obtaining a complete jury verdict in the Northern District of California in a $100+ million patent and breach of contract dispute with a competitor relating to revolutionary non-invasive prenatal testing technology, and sustaining that victory on appeal to the Federal Circuit.
  • Johnson & Johnson in winning three consecutive unanimous defense verdicts following significant or bellwether trials in the mass tort talc litigation in New Jersey state court and South Carolina state court, in which plaintiffs allege that the use of talcum powder caused cancer.
  • Kinder Morgan in securing a victory before the Delaware Supreme Court, reversing a trial verdict of $171 million issued by the Delaware Court of Chancery, holding that the plaintiff – a limited partner in a partnership who alleged that the partnership overpaid for certain assets – lost standing to pursue derivative claims challenging the transaction when the partnership later merged with a third party.
  • Lehman Brothers, the Archstone-Smith REIT, and Tishman-Speyer, among others, in securing a complete victory on summary judgment in a $4 billion investor class action in Colorado federal court (later affirmed by the Tenth Circuit) arising out of one of the largest REIT going private transactions in history – the $22 billion leveraged buy-out of Archstone.
  • Lender Processing Services, Inc. in securing a precedent setting trial victory in an M&A appraisal action before the Delaware Chancery Court arising out of Fidelity National Financial’s 2014 $4.2 billion acquisition of Lender Processing Services, Inc.
  • Littlewoods Group in a victory in its long-running dispute with HMRC, concerning interest on overpaid VAT, in which the High Court held that Littlewoods’ claims, worth approximately £1.25 billion, succeed in full — representing one of the largest money judgments ever handed down by the English courts.
  • Michael Foods, Inc. in defeating certification of a class of consumers that purchased eggs and egg products – which sought more than $7 billion in damages – in a federal antitrust MDL encompassing two nationwide class actions and more than 10 individual lawsuits.
  • Morgan Stanley in securing several major victories – including a jury verdict of no liability following a trial in the Southern District of New York, later affirmed by the Second Circuit, and a summary judgment ruling in New York state court – in litigations involving rare private insider trading claims asserted by a Russian billionaire and his investment vehicle relating to transactions that occurred at the cusp of the financial crisis.
  • Morgan Stanley in winning the dismissal of billions of dollars in claims arising out of the 2007 leveraged buy-out of Tribune Co. (a transaction on which Morgan Stanley advised a Special Committee of Tribune’s board) and the Company’s subsequent bankruptcy.
  • Procter & Gamble in securing multiple victories in a products liability MDL, including numerous rulings by the Eleventh Circuit that paved the way for the dismissal with prejudice of hundreds of plaintiffs’ claims alleging that their use of Fixodent denture cream caused neurologic injury.
  • Repsol in winning a total victory in a $1 billion environmental litigation in New Jersey state court involving claims of “alter ego” and fraudulent conveyance arising out of the clean-up of the Passaic River, including succeeding on Repsol’s $65 million counterclaim.
  • Ryanair in securing a favorable judgment from the German Supreme Court, which broke from the European Court of Justice and held that discount fees the airline received from the Lübeck airport did not constitute state aid.
  • Sanofi in obtaining from the DOJ a declination – the best possible result in a criminal investigation – following its years-long investigation into potential FCPA violations.
  • Showtime Networks in securing critical early resolution of a number of putative consumer class actions in courts around the country arising out of the high-profile August 2017 boxing match between Floyd Mayweather and UFC star Conor McGregor.
  • Willis Towers Watson in securing a settlement, affirmed on appeal, of an MDL in Texas federal court encompassing approximately 15 securities class and individual actions arising out of the heavily publicized, $8 billion Ponzi scheme orchestrated by R. Allen Stanford and his Houston-based Stanford Financial Group.

Recent experience includes advising:

  • J.Crew Group, Inc. and its debtor-affiliates with approximately $2 billion in funded debt in their pre-arranged chapter 11 cases
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  • Fairway Group Holdings Corporation and its affiliated debtors in their chapter 11 cases
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  • Doncasters Group, in its restructuring of $1.6 billion of funded debt, including its ancillary chapter 15 proceeding (Dundee Pikco Limited) in the United States
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  • Goldman Sachs International, as Prepetition Secured Lender and Noteholder in the chapter 11 case of REVA Medical, Inc.
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  • Kingfisher Midstream, LLC and its subsidiaries, in their chapter 11 cases, which are jointly administered with the chapter 11 cases of Alta Mesa Resources, Inc. and its subsidiaries
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  • Term Loan Agent and DIP Term Loan Agent and Lenders in the chapter 11 cases of Bumble Bee Parent, Inc.
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  • DIP Lender and Senior Secured Lender in the chapter 11 case of George Washington Bridge Bus Station Development Venture LLC
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  • EP Energy Corporation, in its chapter 11 cases
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  • HarbourVest Partners L.P. and Pantheon Ventures (US) LP as unsecured lenders in the chapter 11 cases of Sheridan Production II
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  • Gavilan Resources, LLC, an interested party in the chapter 11 cases of Sanchez Energy Corp.
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  • Halcón Resources in its second chapter 11 case
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  • syncreon Group Holdings B.V., and its affiliates, including the chapter 15 case of syncreon Automotive (UK) Ltd.
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  • HPS Investment Partners, LP as DIP Agent, DIP Lender, and DIP Secured Party, in the chapter 11 case of Emerge Energy Services LP
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  • Insys Therapeutics, Inc. in its chapter 11 cases
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  • Fusion Connect, Inc. in its chapter 11 case
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  • General Electric Capital US Holdings, Inc. as DIP Lender in the chapter 11 case of WMC Mortgage, LLC
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  • CTI Foods LLC in its chapter 11 cases
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  • Ditech Holding Corporation in its chapter 11 case
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  • PG&E Corporation and Pacific Gas and Electric Company in its chapter 11 cases
     
  • Catalina Marketing Corporation in its chapter 11 case
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  • Waypoint Leasing Holdings Ltd. in its chapter 11 case
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  • Sears Holdings Corporation in its chapter 11 case
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  • Claire’s Stores, Inc. in its chapter 11 case
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  • Westinghouse Electric in its $9.8 billion chapter 11 case
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  • Takata Corp. in its chapter 11 case
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  • Basic Energy in its $1.1 billion prepackaged chapter 11 filing
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  • Halcón Resources in its $2.9 billion chapter 11 case
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  • Aéropostale, Inc. in its chapter 11 case
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  • J. Crew Group, Inc. in its restructuring efforts of over $2 billion in funded debt obligations
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  • Lenders and Sponsor in the chapter 11 cases of BCBG Max Azria
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  • China Fishery Group in its $1.8 billion cross-border restructuring
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  • Breitburn Energy Partners, LP in its $3.1 billion chapter 11 case
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  • Angelica Corporation in its chapter 11 case
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  • Tidewater in its $2 billion chapter 11 case
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  • Equity Sponsors in The Gymboree Corporation chapter 11 case
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  • KKR Credit in its $1.5 billion investment in shipping loans and establishment of a new shipping portfolio management company
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  • Memorial Production Partners in its chapter 11 case
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  • Official Committee of Unsecured Creditors in the chapter 11 case of SunEdison
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  • Ad hoc group of unsecured noteholders of SandRidge Energy
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  • Paragon Offshore in its $2.5 billion chapter 11 reorganization and confirmation trial
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  • Fairway Group Holdings Corp. in its chapter 11 case
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  • Helicopter operator CHC Group Ltd. in its $2.3 billion chapter 11 case
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  • Golfsmith International in its chapter 11 case
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  • Official Committee of Unsecured Creditors in the chapter 11 case of Ultra Petroleum
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  • Ad Hoc Creditors’ Committee in negotiations with Ukraine for the restructuring of 14 sovereign and sovereign-guaranteed Eurobonds
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  • The Great Atlantic & Pacific Tea Company, Inc. (A&P) in its chapter 11 case
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  • Vantage Drilling Company in its prepackaged chapter 11 cases to restructure more than $2.5 billion in senior secured debt
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  • Significant creditor interests in connection with the debt issued by Puerto Rico and its public corporations
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  • The KPMG Administrators of MF Global UK in a landmark settlement of the MF Global group’s pension liabilities
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  • AMR Corporation, parent company of American Airlines, in its chapter 11 process and emergence from bankruptcy, as well as its subsequent merger with US Airways
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  • Lehman Brothers in its chapter 11 bankruptcy
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  • General Motors and its debtor affiliates in their restructuring and chapter 11 cases, including the unprecedented section 363(b) sale of the ongoing company
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Our Tax, Executive Compensation & Benefits Department is fully integrated with the Firm’s other practices. Lawyers in this department provide sophisticated and strategic advice on the most complex deals, as well as on high-profile restructurings and workouts, financing arrangements, capital markets transactions and other matters. View Corporate, Litigation and Restructuring matters.