Clifford W. Carlson


Clifford Carlson
Cliff Carlson is a partner in the Restructuring Department in Weil’s Houston office. Cliff’s practice covers all aspects of domestic and international corporate restructuring, including chapter 11 cases, out-of-court restructurings, recapitalizations, and M&A. He has experience advising debtors, creditors, sponsors, equity holders, and other interested parties across a broad range of industries, including power, oil & gas, shipping, real estate, manufacturing, financial services, and retail. Cliff serves as an appointed member of the Complex Case Committee for the United States Bankruptcy Court for the Southern District of Texas.

Cliff has presented oral arguments on several complex topics on behalf of chapter 11 debtors, including multiple contested confirmation hearings (in Fieldwood Energy, LLC and EP Energy, each resulting in plan confirmation), contested hearings seeking approval of debtor-in-possession financing, and several other litigated disputes in adversary proceedings and other contested matters.

Prior to joining Weil, Cliff completed two federal clerkships. Cliff served as a law clerk to the Honorable Gray Miller of the United States District Court for the Southern District of Texas and to the Honorable Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas.

Representative Experience:

Debtor/Company-Side Experience:

  • Steward Health Care System LLC, the largest private, physician-owned for-profit healthcare network in the United States with over $8 billion in debt obligations ($7 billion of which is in long-term lease commitments), in its chapter 11 cases.
  • Core Scientific, one of the world’s largest cryptocurrency mining and hosting companies with approximately $1 billion in debt in evaluating strategic options in light of falling Bitcoin prices and other headwinds in cryptocurrency industry.
  • Talen Energy Supply, LLC, a power generation and infrastructure company in North America, in its chapter 11 cases with approximately $5 billion in funded debt obligations
  • Fieldwood Energy LLC, a Gulf of Mexico offshore energy exploration and production company, in connection with its second chapter 11 cases with approximately $1.8 billion in debt.
  • CEC Entertainment, Inc. and its affiliated debtors, an American franchisee company with iconic brands Chuck E. Cheese and Peter Piper Pizza with locations across 47 states and 16 foreign countries and territories, in their chapter 11 cases.
  • VIVUS, Inc., a specialty pharmaceutical company with three approved therapies and one product candidate in clinical development, and its debtor-affiliates in their chapter 11 restructuring addressing more than $230 million of funded debt. VIVUS’ restructuring involves, among other things, an innovative go-forward royalty structure between the reorganized company and pre-reorganization shareholders to address the highly speculative nature of value inherent to developmental drugs.
  • EP Energy Corporation, and its affiliated debtors, a public oil and natural gas exploration and production company, in their chapter 11 cases involving approximately $4.9 billion in funded debt obligations.
  • Kingfisher Midstream, LLC and its affiliates, a midstream oil and gas services business with substantial gas processing, crude oil gathering and storage, and produced water gathering and disposal assets in the Anadarko Basin in Oklahoma, in their chapter 11 cases, which are jointly administered with the chapter 11 cases of Alta Mesa Resources, Inc. and its subsidiaries.
  • Halcón Resources Corporation and its affiliates, an independent energy company focused on the acquisition, production, exploration, and development of onshore oil and natural gas assets, in their second prepackaged chapter 11 cases with liabilities in excess of $850 million.
  • CTI Foods, LLC, and its affiliates, a leading independent provider of custom food solutions to major chain restaurants in North America, in their prepackaged chapter 11 cases with liabilities in excess of $655 million.
  • GulfMark Offshore, Inc., a provider of offshore support vessels to oil and gas companies, in its prearranged chapter 11 restructuring of roughly $730 million in total debt.
  • Azure Midstream Holdings, LLC and Azure Midstream Partners, a midstream energy company, in the successful auction and sale of its midstream assets for $189 million. Process completed in its chapter 11 cases in the Bankruptcy Court for the Southern District of Texas and ultimately provided for repayment in full to creditors and a recovery to equity holders.
  • Paragon Offshore Plc, an offshore drilling company, in its contested chapter 11 cases.

Representative Out-of-Court Company-Side Experience:

  • Mortgage Contracting Services, a company providing inspection services and property preservation for investors of defaulted mortgages, on its out-of-court debt-for-equity exchange, resulting in a $400 million deleveraging that obtained 100% participation from its debtholders and provided MCS with renewed incremental liquidity through a new revolving credit facility.
  • Community Choice Financial, Inc., represented company in its deleveraging transaction.
  • The Brock Group, Inc., represented Brock in the out-of-court restructuring of its $800 million of funded debt and takeover by American Industrial Partners. Houston, Texas-based Brock was a leading supplier of scaffolding and related construction materials.
  • Sidewinder Drilling: represented Sidewinder in its successful recapitalization.

Representative Creditor/Other Party Experience:

  • Sheridan Production II, in connection with the representation of HarbourVest Partners L.P. and Pantheon Ventures (US) LP as unsecured lenders in the chapter 11 cases of Sheridan Production II, an oil and gas exploration and production company.
  • Azure Midstream in the chapter 11 cases of Exco Resources Inc., involving litigation relating to midstream contracts.
  • Caliber Midstream in the chapter 11 cases of Triangle USA Corp. involving litigation relating to midstream contracts.