Bankruptcy and Restructuring

Distressed M&A and Asset Acquisition

Our Distressed Mergers and Acquisitions practice is devoted to helping clients take advantage of opportunities that exist in volatile markets. Our clients benefit from a synchronized combination of traditional M&A and private equity skills, coupled with an intimate knowledge of the reorganization and bankruptcy process.

Our M&A team brings a distinctive set of attributes to meet the opportunities and challenges presented by the purchase and sale of corporate assets, both inside and outside the bankruptcy arena. We help clients acquire assets from troubled companies, and guide them through the acquisition of significant positions in debt securities that can then be used to acquire influence over the restructuring process and post-restructuring control of a target company. From due diligence to documentation to obtaining court approval, we guide clients every step of the way through these complex transactions.

We are experienced in all types of transactions, ranging from straightforward single-asset acquisitions to complex buy-outs involving multi-tiered capital structures and to minority investments that must effectively address difficult governance and liquidity issues in both publicly-held and private companies. We help clients structure investments to minimize costly bidding wars, obtain protections such as break-up and topping fees, minimize the risks of successor liability, defer and/or reduce tax liabilities, and otherwise take advantage of the procedural and substantive protections offered by bankruptcy.

We also regularly advise clients on relevant regulatory and judicial developments in areas such as tax, ERISA, antitrust, corporate governance, and securities laws as they affect the M&A environment generally.


Vertis Holdings Counsel to Quad/Graphics, Inc.

Representation of client in the acquisition of substantially all of the assets of Vertis Holdings, Inc. and its affiliated entities in their Delaware Chapter 11 proceedings.

Rockwood Capital Counsel to Investor/Lender

Provided bankruptcy risk analysis and structuring advice in connection with the financing and refinancing of real property-related debt and associated equity interests, and represented Rockwood Capital in bankruptcy cases, debtor-in-possession financing, exit financing and loan restructurings. 

TPG Counsel to TPG

Represented client in several substantial transactions, including as the purchaser of world's second largest airline caterer, in a bid to acquire largest asset from the Enron bankruptcy estate, and as the stalking horse investor in the first US Airways bankruptcy case.

C-BASS Counsel to Bank of America

Representation of client, as a repurchase counterparty under several repurchase agreements and as a lender under a $1.8 billion syndicated revolving credit facility in connection with an out-of-court restructuring of an asset servicing and securitization company and the sale of its servicing business. Sale of servicing business and restructuring of all obligations accomplished out of court.

Quincy Medical Center Counsel to U.S. Bank

Representation of the majority bondholders to Quincy Medical Center (Nuveen, MFS, Pioneer, and Putnam) in its recent Chapter 11 filing. Notwithstanding the challenges presented by an active unsecured creditor's committee and various governmental regulators, this effective representation has resulted in an expedited sale of the medical center and enhanced bondholder recoveries.


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