Weil has significant experience in helping clients select out-of-court techniques that work best in the particular circumstances, including consensual foreclosures, coercive or noncoercive exchange offers, tender offers, forbearance and standstill agreements with lender groups, amend and extend transactions with senior lenders, permitted sales of assets, and rights offerings.
Weil counsels boards of portfolio companies regarding their potential exposure to threats from creditors based on alleged breaches of fiduciary duties where the sponsors’ strategies (e.g., the sale of a company or purchase of controlling blocks of debt) could result in significant pressure on directors to follow the demands of creditors. In addition, Weil has advised sponsors and portfolio company boards in connection with developing practical and defensible strategies to manage potential conflicts to accomplish strategic goals while minimizing the risk of litigation.
Weil has successfully defended sponsors in significant litigation matters, such as fraudulent transfer and preference litigations, and found other ways to minimize the risk of having to repay dividends or other amounts received from a portfolio company. In addition, Weil has helped sponsors and portfolio companies plan and document loans to protect such advances against recharacterization of the sponsors’ claims as capital contributions to the debtor or against equitable subordination of such claims to the claims of all other creditors in the event the portfolio company commences a chapter 11 case.Weil has advised clients regarding sales of portfolio companies that allow sponsors to bid for and purchase the companies’ assets free and clear of the debt or become chapter 11 plan sponsors. Weil also has experience in dealing with new value chapter 11 plans, in which the sponsor makes a new investment in the company, and developing chapter 11 plans that meet the goals of the sponsor while maximizing the chances for confirmation.
Representation of Dubai International Capital, a private equity fund and majority owner in the chapter 11 case of Almatis BV, formerly the world’s largest producer of alumina products, by effectively sponsoring a new chapter 11 plan. With Weil’s assistance, Dubai International successfully opposed the efforts by an investment firm, which held 46% of Altamis’s senior debt, to spearhead a chapter 11 plan proposal that would give that firm and other senior lenders control of the reorganized enterprise. The new plan, which refinanced the existing debt and forced Almatis back to the bargaining table, was successfully implemented, with Dubai International retaining a 60% stake in the company, and junior creditors owning 40%.
Representation of Vertis Holdings, Inc., one of the leading printers of advertising inserts, in its highly complex and revolutionary prepackaged chapter 11 case. This case involved the merger, through simultaneous chapter 11 filings, of two distressed companies – Vertis and American Color Graphics (ACG) — into a single merged company, with the creditors of the two companies obtaining debt and equity of the reorganized merged entity through the restructuring. Weil assisted in generating consensus among numerous creditor groups that were situated at different levels in Vertis’s complex capital structure, which involved months of contentious negotiations and creative issue solving, ultimately leading to an agreement regarding the restructuring of $1.7 billion in liabilities. Simultaneously, because the prepackaged plan contemplated the merger of Vertis with ACG, Weil assisted Vertis in negotiating with ACG’s constituencies to produce a prepackaged plan supported by all parties. To implement the merger, in a closely choreographed manner, ACG simultaneously filed for chapter 11 protection with its own accompanying prepackaged plan of reorganization. This “double prepack merger” – the first of its kind – resulted in the combination of two of the largest printing companies in North America and a joint restructuring of the companies’ debt obligations.
Weil has been ranked Tier 1 in “Restructuring and Insolvency” in the U.S. for the past eight consecutive years.