Corporate Restructuring Continued Nonjudicial Workouts and Restructurings A significant part of the Corporate Restructuring Group’s practice involves representing companies in nonjudicial debt restructurings, often involving billions of dollars of publicly and privately held debt securities. We have handled restructurings undertaken not only by financially distressed companies, but also by healthy companies seeking to recapitalize or restructure operations, or retire debt at a discount. These transactions have involved refundings or renegotiations of privately held debt, issuer tender or exchange offers for publicly held debt securities, solicitations of bondholder consents to covenant relief, cash infusions from existing or new investors, and asset sales or spin-offs. Examples of these representations include Barneys New York, Centro Properties, DSW, Harrah’s, Intrawest, ION Media Networks, Marsico, the NHL (in the recapitalization of the New Jersey Devils), Residential Capital, Tele Columbus, Torm and Travelport. Additionally, Skadden pioneered the use of bankruptcy techniques to accomplish corporate objectives expeditiously and economically when a preponderance — but not all — of a company’s creditors support a financial restructuring.

These “prepackaged” or “prearranged” bankruptcies — where the terms of a debt refinancing are worked out prior to filing Chapter 11 — result in minimal time spent in bankruptcy, avoiding millions of dollars of fees and damage to enterprise value. For example, Skadden shepherded Bluebird Corporation in and out of Chapter 11 in only 32 hours. Other prepacks include Charter Communications, CIT Group, Globix, Jackson Hewitt, Memorex Telex, MGM (the largest ever prepack in less than 30 days), Mrs.

Fields, Specialty Foods and Vertis Holdings. Similarly, using Section 363 of the Bankruptcy Code to sell or buy a troubled company’s assets quickly and free of liability overhangs has been an area in which Skadden’s M&A capability has helped shape the industry standard — particularly where enterprise value is eroding rapidly. The “melting ice cube” sale in Refco, orchestrated by Skadden, served as the model for sales of companies in crises such as Lehman Brothers. Other notable transactions include advising a private equity consortium on the purchase of AmericanWest Bank in the first-ever bank holding company Section 363 sale; DISH Network in its acquisition of DBSD (utilizing a tender offer for creditor claims); the National Hockey League in connection with the Dallas Stars and Phoenix Coyotes sales; Black Diamond Capital Management in its acquisition of Werner Co.; Ellington Management Group, L.L.C.

in its acquisition via an auction of a portfolio of home subprime mortgage loans and related securities from New Century Financial Corporation; and Severstal, Mylan Laboratories, Tweeter Home Entertainment Group, Danka Business Systems and Fortunoff in their sales of assets. Traditional Chapter 11 Skadden has advised debtors in numerous cases involving some of the largest and most complicated Chapter 11 reorganizations in recent history (Delphi, MF Global, Refco and Winn-Dixie), as well as mid-cap debtors (Circuit City, Fortunoff, Life Care Holdings, Spectrum Brands, Syms and VeraSun Energy). Depending on the circumstances, we may represent owners (Charter and Lyondell), senior secured lenders (in the Chapter 11 cases of Bally Total Fitness, Movie Gallery, Solutia, Source Interlinks, and Tropicana Hotel and Casino) committees of creditors (in the case of AMR) or equity holders (Chemtura). 2  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates .