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Services Available
Regardless of whether we are advising a distressed company board of directors on fiduciary duties, a diverse group of lenders or creditors on a value-maximizing course of action, or acquisition-minded clients on the most effective way to acquire a distressed company, our lawyers strive to understand and solve business problems first, and then apply the law in a consistent manner. With restructuring and insolvency lawyers nationwide who represent major constituencies in every type of distressed situation or Chapter 11 case, Winston & Strawn is poised to provide world-class service to our clients with a high level of responsiveness.
Our experience in the restructuring and insolvency area includes representation of:
- Debtors and borrowers
- Secured and DIP lenders
- Creditors’ committees and individual creditors
- Distressed mergers and acquisitions
- Trustees, receivers, and fiduciaries
Our attorneys are considered leaders in the profession and are active participants in industry organizations and decision-making bodies. Specifically, our attorneys serve on the Board of Directors and the Finance and Banking Committee of the American Bankruptcy Institute; are Fellows of the American College of Bankruptcy; and serve on the Commercial Finance Association Founders’ Leadership Council. Additionally, our attorneys are active presenters at major industry organizations, such as the Turnaround Management Association, and at major educational institutions, such as the University of Chicago Graduate School of Business.
Representative Matters
Brown Jordan International, Inc.
Attorneys at Winston consummated an out-of-court corporate restructuring for Brown Jordan International, Inc. and its subsidiaries (collectively, BJI). As part of the restructuring, BJI, a Florida-based business engaged in the design, marketing, manufacturing, and distribution of indoor and outdoor furniture, (a) sold a majority of its equity for $50 million cash; (b) refinanced $230 million of senior secured debt with new senior revolving, term, and second lien facilities that both de-levered BJI’s balance sheet and significantly lowered BJI’s financing costs; and (c) exchanged more than $100 million of public bonds for a minority equity stake in BJI. With the support of its key stakeholders, BJI completed these restructuring transactions on a fully consensual, out-of-court basis without any disruption to business operations.
Jernberg Industries Inc.
Winston attorneys served as lead restructuring counsel to auto parts maker Jernberg Industries Inc. in its Chapter 11 case in Chicago, Illinois. A going concern sale of the debtor's business to Hephaetus Holdings, Inc., an acquisition entity established by KPS Special Situation Funds II, LP, was accomplished within 60 days of the Chapter 11 filing.
Orthodontics Centers of America (OCA, Inc.)
Attorneys at Winston represent the Official Committee of Unsecured Creditors of Orthodontics Centers of America (OCA, Inc.) in the Chapter 11 bankruptcy of OCA, Inc. New Orleans, Louisiana-based OCA, Inc. and more than 40 affiliated entities filed voluntary petitions for Chapter 11 relief in the U.S. Bankruptcy Court for the Eastern District of Louisiana.
People’s Choice Financial Corporation
We represent the Official Committee of Unsecured Creditors of People’s Choice Financial Corporation and affiliates in Chapter 11 cases pending in the Bankruptcy Court for the Central District of California (Santa Ana Division), the second largest subprime lender to seek Chapter 11 protection in 2007. Prior to seeking relief under the Bankruptcy Code, the debtors originated, securitized and serviced approximately $10 billion in subprime mortgage loans. During the case, we have structured sales of the debtors’ residual interests in the securitized trusts, and sales of the debtors’ subservicing rights over the objection of the master servicer.
Dura Automotive Systems, Inc.
We represented a major diversified financial institution in connection with its $200 million DIP financing in the Chapter 11 case filed by Dura Automotive Systems, an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules, and exterior trim systems for the global automotive industry.
GMAC — Residential Funding Corporation
We represent GMAC’s Residential Funding Corporation, LLC subsidiary, one of the nation's largest lenders to subprime mortgage companies, in connection with the workout of certain of its distressed warehousing loans to subprime mortgage lenders. RFC provides warehouse financing to over 50 subprime mortgage lenders, pursuant to which RFC funds the underlying mortgage loans, takes a first priority lien on the loans funded by it, and generally receives a pay down with respect to each loan when it is sold in the secondary market.
Archibald Candy Corporation (Fannie May Candies)
Attorneys at Winston represented the debtors in their sale of the assets and the sale of its Canadian affiliate, which includes the trade names Fannie May, Fanny Farmer, and Laura Secord. The client team was recognized with two industry awards, one from M&A Advisor and the other from the Turnaround Management Association, for our unique handling of the Archibald Candy Corporation transaction and the related auction.
Roundy’s, Inc.
Over the course of several months, attorneys at Winston represented Roundy’s, Inc. and one of its affiliates in their $108 million acquisition of approximately 31 grocery stores from the bankruptcy estates of Fleming, Inc. and its affiliates. As a result of the Fleming transaction, Roundy’s expanded its operations from Southeastern Wisconsin into Minnesota. Our attorneys advised Roundy’s with respect to the structure of its “stalking horse” bid, saw Roundy’s through a competitive auction process, and ultimately secured for Roundy’s the approval of its agreement with Fleming from the Delaware bankruptcy court.
Bayou Group
One of our partners at Winston was appointed as the Federal Equity Receiver charged with the duty to, among other things, seek recoveries for defrauded investors who invested approximately $450 million in the Bayou Group of hedge funds, and otherwise administer the liquidation of the domestic Bayou Group hedge funds. The appointment vests the Receiver with complete and exclusive control more than all of the domestic, on-shore Bayou entities’ assets, including causes of action to recover funds for defrauded investors. His duties include the identification of Bayou creditors, the pursuit of legal actions for the benefit of defrauded investors, the marshalling of assets, and the eventual distribution of recovered sums to those creditors, including defrauded investors.
General Electric Capital Corporation v. Future Media Productions, Inc.
General Electric Capital Corporation
On July 3, 2008, Winston & Strawn won a Ninth Circuit appeal for GE Capital, reversing a loss at trial, in which GE Capital had been represented by another firm.
Restructuring and Insolvency Matters - Creditors' Committees and Individual Creditors
Winston & Strawn's restructuring and insolvency practice has considerable experience representing creditors’ and other committees. We have a significant and long-term committee practice and has represented committees in the mortgage financing and services, manufacturing, airline, still, automotive and financial and service industries.
Restructuring and Insolvency Matters - Debtors and Borrowers
Our attorneys are experienced with all facets or debtor and borrow representation. We handle out-of-court restructuring, complex Chapter 11 cases, and a variety of corporate restructuring transactions. Our clients range in size from closely-held, middle market companies, to upper middle-market and large publicly traded companies, and span most major industries.
Restructuring and Insolvency Matters - Secured and DIP Lenders
We represent secured, unsecured and lenders providing debtor-in-possession lenders in a variety of circumstances, including those associated with bankruptcy, workout and corporate reorganizations.
Restructuring and Insolvency Matters - Distressed Mergers and Acquisitions
We have expensive experience in the identification of strategic alternatives for companies in distress, requiring restructuring or in bankruptcies. Your clients include the investors groups seeking to purchases distressed assets or companies, the companies themselves, and the company's creditors. We are well known for the creative, effective solutions we drive for our clients.
Restructuring and Insolvency Matters - Trustees, Receivers, and Fiduciaries
Our attorneys serve as trustees, receivers, and fiduciaries in several unique capital markets and hedge fund cases, including cases involving the Securities Exchange Commission and other regulatory bodies. We have handled cases involving fraud and mismanagement, along with a variety of other matters of this type.
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