Patterson Belknap offers clients significant skills and experience in the debtor-creditor field. We represent fiduciaries, financial institutions, creditors’ committees, developers, manufacturers, licensors, and other businesses, partnerships, individuals, and foreign and domestic government agencies in bankruptcy matters and bankruptcy-related litigation.
Our diverse international practice spans a broad range of industries. It includes counseling clients on transaction structures designed to reduce bankruptcy risks and negotiating workouts and restructurings outside the courtroom. Our attorneys also represent clients with respect to pre-packaged and pre-negotiated bankruptcy cases.
Our lawyers are particularly skilled in representing clients in cases where licensing or technology transfer arrangements are likely to be affected by the counterparty’s insolvency and stand at the forefront of this practice area. This work includes both litigation in bankruptcy cases and counseling clients in licensing negotiations with distressed or non-creditworthy parties.
Members of the firm have often been called upon by courts and Department of Justice officials to serve as trustees or receivers in particularly difficult cases, especially those involving allegations of fraud or wrongdoing by management. In one such case, the firm accomplished what the court described as “remarkable results” through its “extraordinary efforts.” Patterson Belknap has regularly represented secured and unsecured creditors and trustees in connection with liquidation proceedings and has broad familiarity with issues arising in such proceedings, including asset sales, auctions and determination of priorities. The firm also represents creditors in connection with comparable proceedings under state law, including equity receiverships and assignments for the benefit of creditors.
Our attorneys speak regularly on issues relating to debtor-creditor rights and partners David W. Dykhouse and Daniel A. Lowenthal are co-presenters of the PLI Program, A Complete 180: 90 Days Prior to and 90 Days After A Corporate Customer Files Bankruptcy, which discusses important actions within the 90-day period before, and the 90-day period after a business entity files for bankruptcy protection.
We work together with clients on matters including:
- Chapter 11 Proceedings
- Workouts of Loans to Troubled Companies
- Dealings with Distressed Companies
- Transactions with Distressed Parties
- Internal Investigations
- Real Estate Workouts and Reorganizations
Chapter 11 Proceedings
Patterson Belknap plays a variety of roles in many of the largest corporate reorganization proceedings, including representation of secured and unsecured creditors, debtors and debtors-in-possession, landlords and tenants, creditors’ committees and court-appointed trustees. A few examples of the firm’s diverse work follow:
Secured and Unsecured Creditor Representation
- Representing a manufacturer of sophisticated telephone switches in several reorganization proceedings involving interstate telecommunications companies.
- Representing one of the nation’s largest cosmetics and fragrance manufacturers in the Chapter 11 reorganization cases of major retailers.
- Representing a major plastics manufacturer as the largest unsecured creditor in the Chapter 11 reorganization of a principal competitor.
- Negotiation of several post-petition lending arrangements in connection with the representation of debtors-in-possession; review of debtor-in-possession finance arrangements on behalf of a creditors’ committee and individual creditors.
- Frequent litigation and negotiation of cash collateral orders in Chapter 11 cases.
- Concluding the reorganization of a major independent oil refiner in Chapter 11 proceedings in Houston, Texas (approximately $200 million in restructured debts, all creditors repaid in full).
- Reorganizing a U.S.-German-Japanese consumer products company in parallel reorganization proceedings in New York and Tokyo (all creditors of the U.S. company repaid in full).
- Reorganizing the businesses of a U.S. engineering company and its principal by negotiating licenses to Japanese and U.S. interests and settling the claims of the principal creditors from France and Germany.
- Representation of Grand Union Holdings Corporation and Grand Union Capital Corporation in their own Chapter 11 cases as well as in the Chapter 11 case of The Grand Union Company.
- Representation of an official creditors’ committee composed of media companies in major Chapter 11 case of a barter company.
- Representation of an official creditors’ committee in Chapter 11 case of a manufacturer and distributor in the fragrance industry.
Workout of Loans to Troubled Companies
Patterson Belknap represents secured lenders and borrowers in connection with the restructuring of lending arrangements involving financially illiquid or distressed companies. Recent examples of such work include:
- Advising and representing a secured lender in the restructuring of its credit facilities with a series of related agribusinesses in Colorado, including the sale of real property and the liquidation of other collateral;
- Advising foreign banks in the modification of revolving credit facilities to a troubled commodities dealer in order to avoid bankruptcy proceedings; and
- Advising a foreign bank with respect to the revision of letter of credit and other financial arrangements with a troubled foreign exchange entrepreneur.
Dealings with Distressed Companies
The firm has regularly been engaged to handle the acquisition of distressed companies or their assets both in and out of Chapter 11 proceedings. Exemplary matters include:
- Representation of two media companies in their efforts to acquire the Financial News Network through Chapter 11 proceedings.
- Acquisition by a real estate and retailing organization of a major independent oil refiner in Chapter 11 through stock purchase from secured creditors.
- Acquisition by an investment company of a controlling interest in a defense aviation company and related businesses outside of Chapter 11.
- Representation of a major pharmaceutical manufacturer in the acquisition of the Mexican and U.S. manufacturing assets of a Chapter 11 debtor.
Transactions with Distressed Parties
Patterson Belknap regularly represents parties engaging in transactions (particularly financings, purchases and sales, and franchising) with distressed companies. The firm offers advice on structuring transactions to avoid or minimize risks resulting from the subsequent insolvency or bankruptcy of the distressed party. Recent examples include:
- Advising several of the nation’s largest pharmaceutical manufacturers on structuring joint ventures with distressed or non-creditworthy companies.
- Providing advice on closing out commodities transactions with a major financially troubled trading company.
- Providing guidance to foreign exporters and their banks and credit insurers concerning transactions with distressed U.S. Companies.