Gavin Westerman

Restructuring Transactions – Company Representations

• Core Scientific, Inc. in its $80 million first lien senior secured term loan facility upon emerging from chapter 11 bankruptcy proceedings
• Sears Holdings Corporation in the $5.2 billion sale of its core assets to ESL Investments Inc., in connection with its chapter 11 proceedings
• Claire’s Inc., one of the largest retailers in the United States, in its prearranged chapter 11 cases involving the restructuring of more than $2 billion in funded debt, and a related rights offering
• Takata Corporation in its $1.6 billion asset sale to Key Safety Systems Inc. through a chapter 11 plan
• Fieldwood Energy LLC (a portfolio company of Riverstone) in its prepackaged chapter 11 cases involving a $1.6 billion balance sheet deleveraging, a $525 million rights offering, and a $710 million acquisition of deepwater oil and gas assets
• Southeastern Grocers, LLC in its $1.3 billion prepackaged chapter 11 case
• The Government of the United Kingdom as part of a 50/50 consortium with Bharti Global Limited in the consortium's acquisition, in a chapter 11 court-supervised sale process, of OneWeb Global Limited and subsequent investments by other parties who joined the consortium
• Brookfield Principal Credit LLC, as administrative agent and collateral agent for the lenders, in the $928 million 363 asset sale of the North American assets of Bumble Bee Foods, LLC
• NPC International Inc. in its $801 million 363 asset sale in a chapter 11 bankruptcy proceeding of substantially all of its assets to Flynn Restaurant Group and Wendy’s International LLC
• Halcón Resources Corporation (n/k/a Battalion Oil Corporation) and its affiliates in its second pre-packaged chapter 11 case
• Waypoint Leasing (Ireland) Limited in the aggregate $650 million sale in bankruptcy of a) a majority of its aircraft to Macquarie Rotorcraft Leasing Limited, and b) the balance of its aircraft to its secured lenders through a series of credit bids
• Digital Realty Trust, Inc. in definitive agreements with Brookfield Infrastructure Partners L.P. and its institutional partners, Cyxtera Technologies and Digital Core REIT, that successfully resolve the relationships with Cyxtera, including its (i) $459 million sale of four data centers located in California and New Jersey, (ii) $44 million purchase and termination of three of Cyxtera’s leases in Germany and Singapore, (iii) assignment to Brookfield of three leases in Los Angeles and New Jersey and (iv) purchase option to acquire from Brookfield one colocation center outside of London
• Aéropostale, Inc. in its $243 million 363 bankruptcy sale to a consortium including General Growth Properties, Authentic Brands Group, Simon Property Group, Gordon Brothers Retail Partners LLC, and Hilco Merchant Resources LLC
• Air Methods Corporation, as issuer, in a $185 million rights offering to holders of certain of its secured lenders in connection with Air Methods' emergence from Chapter 11
• MedMen Enterprises Inc. in the transfer of its existing $166 million senior secured convertible notes and associated warrants, representing an approximately 21% potential equity stake in MedMen, to Tilray, Inc.
• American Gilsonite Company in its prepackaged chapter 11 cases
• Angelica Corporation in its 363 bankruptcy sale to KKR
• Fairway Group Holdings and its subsidiaries, an iconic New York supermarket chain, in their prepackaged chapter 11 cases
• Fairway Group Holdings Corporation, the parent company of Fairway Market, in its sales in a chapter 11 bankruptcy proceeding of five stores and its distribution center to Village Super Market, Inc., of three stores to Bogopa Enterprises (the owner of Food Bazaar), of one store to a Key Food Stores Cooperative Inc. member and of two real estate leases to Amazon Retail LLC
• Hayfin Capital Management in its acquisition through a credit bid of substantially all the assets of Avadim Health, Inc., via a 363 asset sale in a chapter 11 bankruptcy proceeding
• Vantage Drilling Company and its subsidiaries in their prepackaged chapter 11 cases to restructure more than $2.5 billion in senior secured debt
• The Great Atlantic & Pacific Tea Company (A&P) and its direct and indirect subsidiaries in the sale of their stores as part of their chapter 11 cases commenced in 2015
• LodgeNet Interactive (n/k/a SONIFI Solutions) in its sale to Colony Capital (n/k/a DigitalBridge Group) through its prepackaged chapter 11 filing
• Chassix Holdings, Inc. and its domestic subsidiaries, in connection with the negotiation of multiple commercial agreements with suppliers in connection with their prearranged chapter 11 restructuring
• Endeavour International Corporation in its chapter 11 filing
• The indirect owner of Aquilex Holdings LLC in the out-of-court restructuring of Aquilex, through a voluntary exchange offer and rights offering
• The Oversight Committee of the Board of Trustees of Centerline Holding Company in its comprehensive debt restructuring, recapitalization and sale of businesses to Island Capital Group

Restructuring Transactions – Creditor Representations

• Ad hoc group of secured lenders in the out-of-court restructuring of Stallion Oilfields
• Ad hoc group of secured lenders in the out-of-court restructuring of Things Remembered
• Ad hoc group of secured lenders in the chapter 11 restructuring of Aspect Software, including related consortium arrangements
• Ad hoc group of secured lenders in the chapter 11 restructuring of Magnum Hunter Resources Corporation, including related consortium arrangements
• Ad hoc group of senior noteholders in the chapter 11 restructuring of K‑V Pharmaceutical, including related consortium arrangements
• Ad hoc group of second lien bondholders in the out-of-court restructuring of DirectBuy

Public Company / Private Equity Transactions

• SoftBank Group Corp. (SBG) in its agreement to provide $6.5 billion in debt and equity financing to WeWork, to make a $3 billion tender offer to holders of WeWork shares, other than SBG and its affiliates, and in connection with revisions to the WeWork governance structure
• Funds affiliated with Blackstone Tactical Opportunities (an affiliate of Blackstone) in a strategic investment in The PMI Group, Inc. together with a commitment to provide working capital financing in exchange for warrants and certain other rights
• FXCM, Inc. in connection with movement in Swiss Franc, financing transaction with Leucadia National Corporation and adoption of rights plan
• NBC Universal and parent General Electric in GE’s $37.25 billion joint venture with Comcast for ownership of NBC Universal and Comcast’s cable channels and regional sports networks and, thereafter, GE in the $18.1 billion sale of its remaining 49 percent stake in NBCUniversal and related real estate to Comcast
• Software Luxembourg Holding S.A. in its $1.3 billion merger with and into Churchill Capital Corp II, a SPAC sponsored by the Churchill Capital Group
• Wyndham Destinations, Inc. in its $166 million sale of Wyndham Vacation Rentals LLC to Vacasa LLC 
• Clayton Dubilier & Rice in the merger of its portfolio company Cynosure with Lutronic Corporation
• GS Capital Partners in the sale of USI Insurance Services to Onex Corporation
• ProSight Specialty Insurance Holdings (portfolio company of GS Capital Partners and TPG Capital) in its acquisition of NYMAGIC

Gavin was profiled in Law360’s “Sealing the Deal” for his work advising Takata Corporation in its $1.6 billion asset sale to Key Safety Systems, Inc. through a chapter 11 plan. He was named among The M&A Advisor's 2016 Emerging Leaders and has been recommended for M&A: large deals ($1bn+) by Legal 500 US. Gavin is also actively involved in pro bono matters and, in 2014, received a Commitment to Justice Award from Her Justice.