Distressed M&A, Investing and Debt Trading

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Distressed M&A, Investing and Debt Trading

Distressed M&A, Investing and Debt Trading

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You see the hidden value in distressed assets, and it is our job to help you realize that value. We do the diligence to assess a distressed investment, trade, acquisition or sale; develop a strategy for the deal; and document the transaction to minimize your risk and the associated costs. Along with our collective expertise, we access other industry experts, as needed, to counsel on the business diligence as an essential element of the legal diligence.

Our coordinated and seasoned global team for distressed transactions handles, for example, the purchase and sale of distressed bank debt, including on the Loan Syndications and Trading Association documents for the US market or Loan Market Association documents in the UK market. We also handle court auction processes, investments or exit funding for reorganization plans, and distressed purchases at foreclosure sales on an out-of-court basis.

Our dedicated restructuring professionals draw on our expertise in capital markets, international and domestic taxation, energy, real estate and hotels, telecom, manufacturing and finance. We consider, among other things, protection against successor liability and legacy liabilities and operating issues of the target entity.

Experience

American Hospice Management Holdings LLC: Represented American Hospice Management Holdings LLC and 11 related entities in their Chapter 11 proceedings in Delaware. Dentons' representation included a successful auction, which resulted in an increase of almost 60% over the stalking horse bid, approval of $9 million cumulative sale of the company's assets in six states in three separate transactions, as well as a comprehensive settlement of a $5.5 million claim with the Medicare program, enabling buyers to settle any successor liability issues and avoid operating under a Corporate Integrity Agreement. Prior to the sale approval, Dentons also advised American Hospice in securing debtor-in-possession funding.
Apollo LP: Advising on the acquisition of a portfolio of non-performing loans and repossessed properties from a Spanish bank.
ARC Financial and STEP Energy Services: Advising ARC Financial and STEP Energy Services in their acquisition of substantially all the Canadian-based fracturing and cementing operations of Sanjel. Dentons’ clients prevailed on all issues in this complex, cross-border acquisition requiring the coordination of Alberta CCAA proceedings and a Chapter 15 proceeding in San Antonio, Texas.
BASLER: Advising on the sale of all shares of BASLER Fashion Group to the private equity fund Tempus Capital Fund One SCS in the framework of a double-sided trusteeship.
Castlebeck Care Group Administrators: Advising Grant Thornton and the joint administrators of the Care Quality Commission (CQC)-regulated Castlebeck Care Group, which owned 20 care homes across the UK, including the scandal-ridden Winterbourne View care home. We advised on the sale of the care homes and assisted clients in dealing with trading, regulatory and other sensitive issues in the administration, including the ongoing Winterbourne View litigation and other ongoing matters. The asset sale of the company was in excess of £27 million.
China Enterprises: Assisting China Enterprises' purchase of a Kazakhstan enterprise out of a reorganization proceeding. We represent as the counsel of the Mergers. It is the very first insolvency case in Kazakhstan.
Custom Shop Corporation: Representation of Custom Shop Corporation, a chain of specialty clothing stores and its affiliates, in their Chapter 11 cases. During the first month of the case, Custom Shop was successfully sold as a going concern, under US Bankruptcy Code Section 363. We also structured a transaction in which the stalking horse bidder purchased the secured lenders' position pre-petition, and provided DIP financing through the sale of assets.
NewComm Wireless Services Inc.: Representation of this wireless communications company, which owns and operates a cellular telephone network in Puerto Rico with approximately 90,000 subscribers, in its successful Chapter 11 case. We filed the case with an interrelated transaction consisting of: (i) a US$38 million debtor-in-possession (DIP) financing facility, (ii) an asset purchase agreement for approximately US$110 million, and (iii) a US$17 million network upgrade and build out. We also represented the company in litigation against a creditor who had commenced, but immediately dismissed, an involuntary proceeding against the company several months prior to its voluntary bankruptcy filing. Our team negotiated a settlement agreement that resulted in the subordination of more than US$100 million in claims of a former affiliate. An auction was held that resulted in US$40 million in overbidding. This allowed confirmation of a plan that paid general unsecured creditors in full and allowed for distributions to equity and subdebt.
Perceva Capital: Assisting the turnaround fund with the presentation of a complex public takeover bid for Monceau Fleurs, a French listed company and world leader in retail flowers and plants, with 500 locations throughout Europe (restructuring deal of year 2014 for the “Magazine des Affaires”).
Philip Services Corporation (PSC): Representation of this client and over 40 affiliated entities in their US Chapter 11 reorganization cases and coordination of a parallel reorganization under the Companies’ Creditors Arrangement Act of PSC’s Canadian affiliates with more than a billion dollars of combined debt. The case addressed legacy environmental liabilities, as well as labor and pension issues. A robust auction for the right for third-party investors to serve as plan sponsor was conducted and led to the confirmation of a plan within seven months of the filing of the reorganization petitions.
Poseidon Concepts : Acting as counsel for the lending syndicate led by Toronto-Dominion Bank, as agent for itself and HSBC Bank Canada, the Bank of Nova Scotia and National Bank of Canada in this significant cross-border restructuring. This matter involved a solicitation process for a strategic partner/acquisitor after the Borrower announced that over CA$100 million of its revenues and CA$100 million of its receivables had to be written off.
Setanta Sports and Deloitte: Advising digital TV sports broadcaster Setanta in its attempt to negotiate and implement a financial restructuring and, subsequently, acting for Deloitte as administrators of the group, which had operations in England, Ireland, Luxembourg, Australia and the US. The English companies went into administration in England, the Irish companies into receivership in Ireland, and we made a successful application to the English court to take the Luxembourg company into administration in the UK, on the basis that its center of main interests had migrated to England over time. The international businesses were preserved and sold by the administrators.
Warner Music: Providing distressed asset acquisition advice regarding Poland’s oldest record label–Polskie Nagrania (Polish Recordings), holding one of the biggest rosters in the CEE region. We maneuvered the client through the legal restrictions of an auction within liquidation proceedings, helped to put together the successful bid and assisted in the post-sale phase of the proceedings.
WIND Hellas Telecommunications: Acting for the directors and the company on the restructuring of Hellas Telecommunications (Luxembourg) II SCA (Hellas II). The company's COMI was moved to the UK for the purpose of the proposed restructuring, which was achieved by means of a pre-packaged administration. Hellas II was the holding company for WIND Hellas Telecommunications SA, then Greece's second-largest fixed-line and mobile telephony group.
In re Wink, Inc.: Representing Flextronics as purchaser of substantially all the assets of Wink, Inc., the debtor in bankruptcy, a venture technology company best known for its development and manufacturing of the Nest thermostat and the Home Relay.