Practice Areas & Industries: Cadwalader, Wickersham & Taft LLP

Practice/Industry Group Overview

Cadwalader's Financial Restructuring Department is an internationally recognized and premier bankruptcy, insolvency and workout group, distinguished by our broad experience, the diverse nature of our clients, and our significant global expertise. Our practitioners, many of whom are internationally recognized leaders in their field, bring clients the business acumen and in-depth legal knowledge necessary to successfully navigate complex restructurings and reorganizations. The Department has a preeminent full-service insolvency and restructuring group with dedicated experience and professionals in both the United States and the United Kingdom, allowing our attorneys to quickly respond to cross-border restructurings.

Recently honored by Legal Business as "Restructuring Team of the Year," the Financial Restructuring Department has grown substantially over the past two years and today enjoys one of the largest and most varied practices in the world. Through a combination of strategic lateral partner and associate additions in New York and London, as well as internal growth, the Department now has over 55 attorneys, including 11 partners. Four Cadwalader partners are UK insolvency experts resident in the London office. Our restructuring and insolvency experts in the US and UK have been at the forefront of some of the most complex, recent international insolvencies and we routinely advise clients with interests in Europe, Asia, Latin America and Africa.

Services Available

Capabilities

Our attorneys have broad experience and capabilities in both the transactional and litigation aspects of the practice and work closely with clients in developing bankruptcy sensitive products and structuring corporate, commercial and securities transactions to preserve and enhance value. The Department's broad transactional experience ranges from negotiating new credit facilities to purchasing or selling going-concern businesses. Our attorneys are adept at handling the intricacies involved with international Chapter 11 bankruptcies and restructurings, Section 304 ancillary proceedings brought in the United States on behalf of foreign representatives, and related matters. The Department also is involved in the acquisition, sale and financing of troubled companies, their business lines and assets. Through extensive experience in representing both debtors and creditors, our attorneys are able to readily assess the multiple perspectives underlying a complex restructuring. We take pride in our ability to quickly and efficiently negotiate solutions, redocument matters, resolve disputes and respond to emergencies.

Members of the Department are well regarded in their field. They are actively involved in teaching, lecturing and writing on a wide variety of topics relating to bankruptcy and restructuring. Many have authored internationally-recognized treatise, articles and other materials relating to creditors' and debtors' rights both within and outside of the United States.

As appropriate, the Firm combines the talents of our financial restructuring attorneys with those of our corporate, litigation, project finance, real estate and tax attorneys to staff major matters, to provide an interdisciplinary approach to problems, and to enhance results.

Clients and Industries

Our clients include many of the largest financial institutions in the world, including commercial and investment banks, investment management firms, mutual funds, insurance companies, and pension funds. We also represent many Fortune 500 companies, and other leading public and private corporations and business entities. Our practice includes the representation of bondholders, creditors' committees, borrowers, asset purchasers, and other entities involved in financial restructuring transactions or reorganization cases.

On behalf of our diverse client base, we are involved in all facets of bankruptcy, complex reorganizations, insolvencies, restructurings and workouts in a wide range of industries:

• aerospace and air transportation
• commodities
• electronics
• energy
• financial products and services
• gaming and resorts
• healthcare
• insurance
• manufacturing
• media
• military and defense
• oil and gas
• rail
• real estate
• retail
• shipping
• steel
• telecommunications
• utilities

Significant Engagements

• The Official Committee of Unsecured Creditors of Mirant Americas Generation LLC.
• Enron Corporation and its affiliates as special bankruptcy counsel in connection with Enron's trading businesses as part of their chapter 11 cases.
• Representation of Pharmacia Corporation in connection with the Solutia bankruptcy cases in New York.
• Certain potential investors in connection with Tricom, S.A., a leading integrated telecom company with operations concentrated in the Dominican Republic.
• Ad Hoc Committee of Noteholders of Wilsons The Leather Experts in an out-of-court restructuring.
• Ad Hoc Committee of Senior Secured Noteholders of American Restaurant Group, Inc., the owner and operator of approximately 105 Stuart Anderson's Black Angus restaurants located primarily in the western United States, in an out-of-court restructuring.
• Ad Hoc Committee of Senior Subordinated Noteholders in connection with an out-of-court restructuring of substantially all of the outstanding indebtedness of Protection One, Inc., a national provider of security alarm services for residential and commercial properties.
• BNP Paribas as Administrative Agent in the out-of-court restructuring of $157 million in senior secured revolving and term facilities for a leading environmental engineering company, including the conversion of an investor-subscribed secured loan facility into preferred equity in the borrower.
• Morgan Stanley Senior Funding as Administrative Agent in the amendment and forbearance of $165 million in senior secured revolving and term credit facilities to establish the procedures for an out-of-court disposition of the borrower and related restructuring of the borrower.
• Third Lien Agent and initial lender in the implementation of cross border senior secured revolving and term credit facilities provided by three separately agented lender syndicates, aggregating to more than US$500 million, to a major manufacturer of mass transit motor vehicles.
• The Renco Group, as the indirect parent holding company, in the chapter 11 restructuring of one of its subsidiaries, WCI Steel.
• Advise Impact Innovations, Inc. and its subsidiaries in the restructuring of its balance sheet, the assignment of its senior secured indebtedness to a consortium comprised of its sponsors and holders of subordinated indebtedness and other matters related to its potential sale.
• Two investors in a successful private investment in preferred equity/debt in Milacron, Inc.
• RSL Communications Plc, US counsel to the joint administrators in connection with section 304 proceedings and the investigation of claims.
• A secured group of aircraft financiers in their leveraged leases and secured aircraft financings with United Airlines.
• Bondholders and shareholders of Clubhaus plc in the sale of their interests to Legal & General Ventures.
• Mezzanine lenders for Christie-Tyler Limited in restructuring negotiations with the senior bank creditors and Hicks Muse (equity owners).
• Ad Hoc Committee of Bondholders of Elektrownia Turow in liaising with the Polish Economy and Treasury Ministries and Turow relating to the prospective event of default in their Bonds caused by the prospective abolition of long term power purchase agreements in Poland.
• Ad Hoc Committee of Equitable Life Bondholders.
• Strategic investor in Queens Moat Houses in relation to the possible acquisition of company through purchase of debt instrument(s).Representation of institutional Noteholders and Joint Provisional Liquidators in connection with Cayman Island insolvency proceedings for three major subsidiaries of Parmalat Spa. Cadwalader is functioning as lead counsel and coordinating efforts in the United States, United Kingdom, Cayman Islands, Brazil, Malta and Italy to identify and recover assets and prosecute claims where appropriate.
• Barclays Capital and Barclays Bank plc, in its various capacities as lender, agent and arranger, in the restructuring of the significant debt obligations of Reliant Resources Inc.
• The Senior Secured Lenders of Flag Telecom.
• The Committee of Bondholders of Telewest Communications plc.
• The Official Committee of Unsecured Creditors of NTL Inc.
• Brunner Mond Group in an innovative capital and debt restructuring.
• Bradlees Stores, Inc. and affiliates, a large regional retailer, in their Chapter 11 cases.
• Casual Male Corp. and its affiliates, a national apparel retailer, in their Chapter 11 cases.
• Lodgian, Inc. and its affiliates, one of the nation's largest owner and operator of mid-scale hotels, in their Chapter 11 cases.
• Bondholders of TXU Europe in the current restructuring and workout of TXU's European energy business, including analyzing and assisting in the renegotiation of a substantial portfolio of long and short term power, gas, coal and oil trading contracts.
• Bondholders of British Energy plc in a restructuring involving renegotiation of merchant power trading contracts, long term power purchase agreements and other energy related agreements.
• Ad Hoc Committee of Bondholders for Avon Energy Partners Holdings, the parent company of Midlands Electricity plc, whose principal operating subsidiary is the fourth largest electricity distribution network in England and Wales.
• The Official Committee of Unsecured Creditors of World Access Inc.
• The Official Committee of Unsecured Creditors of Grove Worldwide, LLC.
• The Committee of Bondholders of Mediq Inc.
• Amer Reefer Co. Limited, a shipping company, in its Chapter 11 cases.
• An informal committee of secured noteholders of Arch Wireless Communications.
• The Official Committee of Unsecured Creditors of Dictaphone Corporation.
• The Official Committee of Unsecured Creditors of Winstar Communications, Inc.
• The New York Board of Trade as a creditor in the Bridge Information Systems Chapter 11 cases in St. Louis.
• A major municipal bond insurer in connection with Pacific Gas & Electric and Southern California Edison.
• An informal committee of over 20 bondholders in an off-balance sheet restructuring of over one-third of Eurotunnel's junior debt.
• The Committee of Bondholders, holding claims of approximately $1.3 billion, of Pathmark Stores, Inc., a large supermarket chain located in the eastern United States.
• The Official Committee of Unsecured Creditors of Breed Technologies in Chapter 11 cases in Delaware.
• The Official Committee of Unsecured Creditors of Jitney Jungle in Chapter 11 cases in New Orleans.
• The Official Committee of Unsecured Creditors of Daewoo International (America), Inc. in Chapter 11 cases in New York.
• The Official Committee of Noteholders of CHS Electronics, Inc. in Chapter 11 cases in Miami.
• Geneva Steel Company in its Chapter 11 case.
• Foster Wheeler Corporation as project operator in Chapter 11 cases of Robbins Resource Recovery Partners, L.P., RRRP Robbins, Inc. and RRRP Illinois, LLC in Chicago.
• PT. Semen Cibinong, a major Indonesian industrial company, in connection with the restructuring of approximately $1.3 billion of debt issued under both English and New York law.
• The Official Committee of Unsecured Creditors of Golden Ocean Group Limited, a Liberian shipping company in Chapter 11 cases in Delaware.
• The Official Committee of Unsecured Creditors of Stellex Technologies, Inc.
• An Ad Hoc Committee of Bondholders of Telehub Communications Corporation.
• An Ad Hoc Committee of Bondholders of Eagle Food Centers, Inc. in Chapter 11 cases in Delaware.
• The Joint Administrators of Ionica, a United Kingdom based telecom company in an Administration in the U.K. and Chapter 11 cases in the United States, one of the largest and most recent joint U.S./U.K. insolvency proceedings. We previously represented the Ionica bondholders in connection with a proposed reorganization.
• The senior creditors in the insolvency proceedings of Barings plc in the U.K.
• Merrill Lynch in connection with the Chapter 11 cases of the McGinnis Hedge Funds.
• Merrill Lynch in connection with the High Risk Opportunity Fund in insolvency proceedings in the Cayman Islands.
• Credit Suisse First Boston Corporation, the largest holder of bonds issued by Panda Global Energy Company, in the restructuring of Panda and its corporate parent.
• Credit Suisse First Boston Corporation, a holder of bonds issued by Thai Telecoms.
• Aon Corporation in connection with its participation in a pre-packaged plan of reorganization for Reliance Holdings Inc. and its insurance company subsidiaries.
• Credit Suisse First Boston Corporation, the largest holder of a series of bonds issued by Mobile Energy Services Company, LLC, in Chapter 11 proceedings in Alabama.

Other engagements in various industry segments include:

Healthcare/Health Products

• A significant creditor in the Chapter 11 cases of Coram Healthcare.
• A municipal bond insurer in connection with the workout/debt restructuring of a major academic medical center.
• A municipal bond insurer in connection with the workout/debt restructuring for a large hospital system in the mid-Atlantic region of the United States.
• Credit Suisse First Boston Corporation in the Chapter 11 cases of HealthCor Holdings, Inc.
• Beverly Enterprises, Inc. in connection with a financial restructuring.
• Bondholders in the Chapter 11 cases of Physicians Clinical Laboratories, Inc.

Hedge Funds/Financial Products

• A major international commercial bank in connection with the bail-out of Long Term Capital Management.
• Enron Corporation in the implementation of a cross-product netting agreement involving physical gas and electric contracts and financial derivatives.
• Lehman Brothers in the Chapter 11 cases of Granite Partners.
• Government securities dealers, brokers, commodities dealers and business enterprises in structuring and documenting a wide variety of transactions, from preparing forms of agreements for government securities dealers, to advising with respect to leveraged buy-out transactions and analyzing prospective transactions for insolvency issues.
• A major financial institution in connection with significant credit derivative swap.

Insurance

• The Michigan Insurance Commissioner as Rehabilitator in the rehabilitation of the $8 billion United States operation of Confederation Life Insurance Company, the largest insurance failure in North American history.
• The estate or the creditors in most of the recent London market insurance insolvencies, including KWELM, English & American, Sovereign Marine, Orion, Anglo and North-Atlantic.
• The New Jersey Insurance Commissioner as Rehabilitator of Mutual Benefit Life, the largest insurance company rehabilitation proceeding in United States history.
• The company and the noteholders in the U.K.'s largest company run-off, Odyssey Re London Limited (formerly Sphere Drake).
• The lead creditor and standby purchaser of Westbridge Capital, an insurance holding company.

Real Estate

• The major secured creditors in restructuring the obligations of mortgage originators, including Southern Pacific Funding, IMC Mortgage Corp., First Plus and Eagle Capital.
• The steering committee in the largest recent U.K. property restructuring - One Finsbury Circus plc (formerly part of Greycoat Group).
• The debtors in the chapter 11 cases for Olympia & York and Cadillac Fairview, and the creditors' committee in Baldwin Builders.
• Lenders such as HSBC/Republic Bank, Prudential Insurance Company, Citibank and GE Capital, on a regular basis in restructuring and bankruptcies involving billions of dollars of properties.

Transportation

• Individual lessors and/or lenders in the airline bankruptcies of Aeromexico, Air One, TWA, Continental, and America West.
• Lenders in the shipping line bankruptcy of U.S. Lines.
• Northwest Airlines in structuring and documenting dozens of leases and other aircraft acquisitions to comply with Section 1110.
• Leasing transactions in the railroad industry to comply with the railroad analog to Section 1110, Section 1168.

Utilities

• The Palmieri Company as Chapter 11 Trustee in the successful $1 billion reorganization of Colorado-Ute Electric, a major generation and transmission electric utility in Colorado.
• One of the largest creditors in the Chapter 11 cases of TCo., the pipeline subsidiary of Columbia Gas Corporation.
• A major utility in the proposed acquisition of El Paso Electric from its Chapter 11 cases in Texas.
• A major municipal bond insurer in a workout of a large electric generation and transmission coop in the Western United States.

Other

• The debtor-in-possession (DIP) lending agent and one of the DIP lenders in the ICO Global bankruptcy proceedings conducted in Delaware, Bermuda and the Cayman Islands.
• A potential acquiror or strategic partner of NextWave Personal Communication, Inc.
• Stage Stores, the operator of a large chain of retail department stores, in connection with waivers and amendments to its bank credit facilities.
• Paribas in connection with a $100 million loan facility to Plains Marketing secured by line fill and related sales and hedge agreements.
• Paribas in connection with formalizing global credit arrangements with Astra Oil.
• An unofficial committee of bondholders of $130 million secured notes issued by Florida Coast Paper Corporation in Chapter 11 cases and related litigation.
• An Ad Hoc Committee of Bondholders of Wright Medical Technology in connection with restructuring negotiations.
• A potential acquiror of Acme Metals, Inc.
• Lenders to Alliance Entertainment.
• 3M Corporation in the Dow Corning matter.
• Goldman Sachs as acquiror of Southern Pacific Funding Corporation out of Chapter 11 case.
• Majority debt holders of Brent Walker (UK).
• The Creditors Committee in Caldor, Inc. Chapter 11 cases.

Clients:
GE Capital Aviation Services, Arch Wireless Communications, RSL Communications, Ltd., Pathmark Stores, Inc., TransTexas Gas Corp., Florida Coast Paper Holding Co., Winstar Communications, Grove Worldwide, Burger King Corporation, Mutual Benefit Life Insurance Company, Dalkon Shield, Lowndes Queensway plc, Magnet plc, Babcock Prebon Limited, Mountleigh Group plc, Woodhouse Drake & Carey Limited, Drexel Burnham Lambert Inc, Mediterranean Insurance & Reinsurance Company Limited, the KWELM companies, Fremont Insurance Company Limited, English & American Insurance Company Limited, Anglo American Insurance Company Limited, Queens Moat Houses Group PLC, Orion Insurance Company Limited, Sale Tilny PLC -- Monument Insurance Group Limited, Bermuda Fire Marine Insurance Company Limited, Brent Walker Plc, Barings Plc, Peregrine, One Finsbury Circus (formerly part of the Greycoat Group), Ionica Group Plc, Alpha Shipping Plc, the junior debtholders in Eurotunnel plc, Breed Technologies Inc, Dictaphone/Lernout & Hauspie, Brunner Mond Group, Grapes N.V., Atlantic Telecom Group plc, Polestar Limited , Brokat AG, Mirant Americas Generation, Air Canada, Dow Corning, US Gypsum, Reliant Resources, US Air, North American Refractories, Arch Wireless, World Access, Huntsman Corp., Eurotunnel, Golden Ocean Group, Wright Medical Technology