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Recent Developments in Distressed Debt, Restructurings and Workouts 2021


Speaker(s): Agnes K. Tang, Alice Belisle Eaton, Caroline A. Reckler, Carrianne Basler, David M. Hillman, Jamila Justine Willis, Joseph Samet (Ret.), Kyle J. Kimpler, Lisa G. Laukitis, Lorraine S. McGowen, Michael O'Hara, Patricia B. Tomasco, Pauline K. Morgan
Recorded on: Jan. 28, 2021
PLI Program #: 303950

Lorraine S. McGowen is a restructuring partner at Orrick, a leading global law firm focused on serving the financial, and energy & infrastructure and tech sectors.   One of IFLR1000’s Leading Lawyers, she is a seasoned legal practitioner and business advisor involved in the most complex transactions where parties are seeking to maximize recoveries or reduce liabilities. 

Recent engagements include representing the bondholder committee on the restructuring of Suriname’s $675 million Sovereign Bond Restructuring, representing the steering members of the bondholder committee on the tender offer and consent solicitation of Belize’s USD Bonds due 2034; representing financial institutions in connection with Puerto Rico’s $72 billion restructuring; representing several alternative energy PPA counterparties in the PG&E bankruptcy case; and Toyota (one of the largest creditors with more than $7 billion in claims) in the highly complex global restructuring of Takata Corporation, one of the largest manufacturers and distributors of automotive safety systems, including airbags. 

She is a member of Orrick’s Management Committee and is the Partner in Charge of Diversity, Equity & Inclusion. She also co-leads Orrick's Automotive Technology & Mobility Group. 

As a leading D&I advocate, McGowen creates programs for the legal profession and the community.  She has been recognized as an MCCA Rainmaker, one of Savoy’s Most Influential Black Lawyers in 2018 and 2015, and one of Savoy’s Most Influential Women in Corporate America  and received the National Bar Association’s Outstanding Woman at a Majority Firm, NYC Bar Association’s Diversity Champion Award and Legal Outreach’s Pipeline to Diversity Champion Award.  

McGowen received her B.S.F.S. from Georgetown University School of Foreign Service, and her J.D. from Columbia University School of Law. 

 

 

 


Caroline Reckler, a nationally recognized bankruptcy lawyer, advises debtors around the world on all aspects of restructuring and special situations. She serves as Chair of the firm's Chicago Finance Department. Ms. Reckler regularly advises public and private companies in financial distress and purchasers of distressed companies. Specifically, she helps clients navigate: 

  • Chapter 11 proceedings
  • Prepackaged, prearranged, and involuntary bankruptcies
  • Debtor-in-possession financings
  • Cross-border bankruptcies

Ms. Reckler helps distressed companies navigate through difficult circumstances with creative solutions based on a sophisticated sense of market practice.

She is a Fellow in the American College of Bankruptcy and is regularly recognized in leading legal publications, including Chambers USA and The Legal 500. Clients commend her “unique” and “deep-thinking” approach describing her as a “strong advocate in the face of difficult opposing counsel.” In addition to currently serving as the Local Department Chair for Finance, Ms. Reckler has served as the firm’s Chicago office recruiting partner and has led the Women Enriching Business initiative in Chicago.

Ms. Reckler has contributed to the following recent presentations and publications:

  • “Midstream Implications of Recent Bankruptcy Cases Navigating the Downturn: Industry Insights for Energy Executives”, Webcast (May 2020)
  • “Agent’s Consent to Sale Bars Objections from Dissenting Lenders”, American Bankruptcy Institute Journal, Vo. XXXIX (July 2020)
  • “Credit Trends & Capital Markets Update", Midwest Commercial Finance Association (April 2018)
  • “Hot Topics in Bankruptcy: Recent Commercial Bankruptcy Decisions Affecting Creditors’ and Lenders’ Rights”, Panel Presentation for the American Bar Association’s Business Law Section/Creditors’ Rights Sub Committee (September 2017)

Education

  • JD, University of Michigan Law School
  • BA, Duke University

 


Carrianne Basler is a Managing Director in the Turnaround and Restructuring group at AlixPartners, LLP.   She has over 25 years of extensive financial consulting experience combined with hands-on management in the areas of contingency planning, financial strategy, contract negotiations, litigation management, treasury, business planning, plan administration, and risk management.  Her clients benefit from her collaborative approach and creative problem solving.

Over the years, Carrianne has served in a number of interim management roles including serving on the management team of Motors Liquidation (formerly General Motors Corporation) and recently as the Chief Financial Officer of Aceto Corporation.  In addition, she has provided Chapter 11 case leadership for clients such as Eastman Kodak, McDermott, Altegrity, C&J Energy Services, David’s Bridal, Mirant, and Dana Corporation. 

Carrianne has a Bachelor of Business Administration in Accounting from the University of Wisconsin – Madison.  She is a Certified Public Accountant and a Certified Insolvency and Reorganization Advisor.  Carrianne is also the past International Chair of the International Women’s Insolvency and Reorganization Confederation (IWIRC).


David M. Hillman is co-head of the Private Credit Restructuring Group and a member of the Business Solutions, Governance, Restructuring & Bankruptcy Group at Proskauer Rose LLP.  David has 24 years of experience with an emphasis on representing private credit lenders, private funds, sovereign wealth funds and other alternative lenders and distressed investors in special situations and restructurings both in and out-of-court, whether the lender is secured or unsecured, unitranche or structured preferred. He has substantial experience in every phase of restructuring and distressed investing, including credit bid sales under section 363, debt-for-equity swaps, chapter 11 plans, out of court restructurings, foreclosures, and navigating inter-creditor issues involving the relative rights of majority and minority lenders. David also litigates the issues facing private credit lenders, including issues involving plan confirmation, solvency, valuation, inter-creditor disputes, financing and cash collateral disputes, fraudulent transfers, equitable subordination, recharacterization, breach of fiduciary duty and similar disputes. 

David was listed as a “leading individual” in bankruptcy/restructuring by Chambers USA, which noted that interviewees praised him as “wonderful to deal with,” “very effective” and an “excellent litigator and strategist” who “thinks outside the box.” Chambers also noted that David is “an excellent counselor for distressed situations with significant litigation elements” and “a terrific, conscientious and focused lawyer.” He has also been recognized as a leader in his field by New York Super Lawyers as well. A member of the American Bankruptcy Institute, David speaks frequently on bankruptcy-related topics including recent decisions affecting secured creditor rights and preparing creditors for bankruptcy risks.  David graduated, with honors, from Albany Law School in 1995.


 


Jamila Justine Willis focuses her practice in the area of financial and corporate restructuring and has extensive experience in complex restructurings across industries.

Jamila represents debtors, distressed investors, sponsors, purchasers of distress assets and other interested parties in a wide range of restructuring and insolvency matters, including cases under chapters 11 and 15 of the US Bankruptcy Code and cross-border insolvency proceedings.

In addition, Jamila represents debtors, secured creditors, acquirers and distressed investors in distressed asset sales and acquisitions, including Uniform Commercial Code Article 9 foreclosure sales and Bankruptcy Code Section 363 sales.

Jamila also advises firm clients in liquidations, corporate wind-downs, bankruptcy litigation and other bankruptcy-related matters.

Internally, Jamila is a member of DLA Piper’s Policy Committee and serves as chair of the New York Office Diversity & Inclusion Committee and co-chair of the Consumer Goods and Retail subsectors.


Joseph Samet has been a partner and member of Baker McKenzie's Global Recovery, Restructuring and Bankruptcy Group, residing in the New York office. He retired from the firm in 2015, and still teaches and writes in the R & B fields. He is available for mediating, expert witness, officer/director, and other work. Since 1975, Mr. Samet has been immersed in national and international restructurings, chapter 11 reorganizations, distressed sales of assets, SIPC and bankruptcy practice, representing all parties in interest. This includes chapter 15 cases. He counsels parties in interest and transactional lawyers on potential creditors’ rights/bankruptcy implications of deals, sales, investments and litigation settlements they are considering. His experience includes structured finance, corporate governance, pre- and post-bankruptcy litigation, negotiations and mediation. He counseled on insurance, monolines and bank liquidations, and advises corporate boards. He analyzes executory contract issues, including licenses for businesses in the e-commerce economy, and gave written opinions and analysis in transactions. His practice has involved diverse businesses, including in manufacturing, financial services, retail, service, airlines, energy, healthcare, real estate, e-commerce, sports and telecommunications. He prosecuted and defended preference, fraudulent conveyance, equitable subordination and substantive consolidation actions, officer/director liability and Ponzi scheme issues.  He counsels professional firms and their principals on risk management, “unfinished business” and clawback type issues. Mr. Samet has prepared expert reports and testified as an expert witness in jury trials and in an international arbitration.  He is on the SDNY bankruptcy court mediation panel and took extensive meditation training courses in 1994, and in 2015 through the ABI.

Mr. Samet is the principal co-author of the two-volume annotated Herzog’s Bankruptcy Forms and Practice published by Thomson Reuters. He has been a contributing author of Collier on Bankruptcy 15th Edition, and the Collier Bankruptcy Practice Guide treatises, having written and updated for many years three chapters on voluntary and involuntary bankruptcies totaling about 400 printed pages. He has written or co-authored published articles and outlines including on Arbitration and Intellectual Property in Bankruptcy; Breakup Fees and Topping Agreements in Sales of Assets; Multinational Insolvencies; Duties of Officers and Directors and Liability Issues; Unfinished Business; Mediation; Partners and Partnerships; The Basics of Chapter 11 and Chapter 15; and Research Tools.  Since 1981, he has chaired or lectured at over 250 CLE and Industry programs in the U.S. and internationally on pre-bankruptcy restructuring and bankruptcy-related issues, including programs of the National Bankruptcy Judges’ Conference, the Practising Law Institute, The American Bankruptcy Institute, the Commercial Law League, the Turnaround Management Association, and INSOL. He is chair of the annual PLI programs “Current Developments in Bankruptcy and Reorganizations” 2009-2018, and “Recent Developments in Distressed Debt, Restructurings and Workouts” 2008-2018. Mr. Samet was an Associate Conferee of the National Bankruptcy Conference and a member of its Bankruptcy Code Review project which was submitted to the United States Congress in 1994.  He has been an Adjunct Professor at Brooklyn Law School, and served on bankruptcy committees of national and local bar associations. Mr. Samet has been regularly selected by Super Lawyers as one of the Leading Insolvency and Restructuring Lawyers, the Best Lawyers in America, in Banking and Finance Law, and Who’s Who in America. He received the 2004 Burton Award for Legal Writing at the Library of Congress as co-author of the article entitled “When Worlds Collide: Intellectual Property and Arbitration Rights in Bankruptcy Cases.”  Mr. Samet is a member of the American Bankruptcy Institute, the ABA, the NYS Bar Association, TMA, the NYC Bar Association and CPR relating to mediation. He has served as a member of boards of directors of the American Bankruptcy Institute, the CLLA Fund for Public Education and the NY Chapter of the TMA, and is a member of the Steering Committee of the Zaretsky Roundtable at Brooklyn Law School.


Kyle Kimpler is a partner in the firm’s Bankruptcy & Corporate Reorganization Department. He has broad experience advising clients in complex restructuring and bankruptcy cases, including secured creditors, ad hoc creditor committees, distressed investment funds, claim purchasers, and equity sponsors. Kyle has particular expertise in bankruptcy-related litigation and insolvency issues involving structured finance and derivative transactions. 

Kyle’s recent representative matters include:

  • Expro Holdings, a leading provider of well flow management services to the oil and gas industry, in its pre-packaged chapter 11 case;
  • The ad hoc group of Puerto Rico General Obligation Bondholders in restructuring the $18 billion of Constitutional debt issued or guaranteed by the Commonwealth of Puerto Rico;
  • Citigroup and its affiliates worldwide in connection with prosecuting and defending claims arising from Lehman’s collapse;
  • The second lien agent in the chapter 11 case and related fraudulent transfer litigation concerning Sabine Oil & Gas Corporation, an oil and natural gas exploration and production company;
  • The ad hoc committee of first and second lien secured creditors in the pre-packaged chapter 11 case of Allen Systems Group, Inc., a provider of information technology management software solutions;
  • The Citco Group of Companies in bankruptcy-related litigation and cross border insolvencies arising out of the collapse of the Fletcher Funds;
  • An informal committee of certain holders of secured and unsecured notes of Chassix Holdings, Inc., in connection with Chassix’s restructuring through a pre-arranged chapter 11 case;
  • Oak Hill Capital Partners in the restructuring and chapter 11 case of Southern Air Holdings, a leading air cargo carrier;
  • Silver Point Capital, as prepetition and postpetition agent for lenders to Hostess Brands; and
  • An ad hoc group of trade creditors in the chapter 11 case of Spansion Inc.


Lisa Laukitis regularly represents corporations, secured and unsecured creditors, and private equity funds, ad-vising on out-of-court restructurings and Chapter 11 bankruptcies. Ms. Laukitis also handles distressed mergers and acquisitions as well as various financing arrangements, and she litigates disputes related to the use of cash collateral, DIP financings, sales under Section 363 of the Bankruptcy Code, modifications of labor agreements and retiree benefits, and plan confirmations.

Ms. Laukitis has experience in a wide variety of industries, including metals and mining, automotive, general manufacturing, energy, telecommunications, cable, retail and shipping. She also regularly represents various private equity and hedge funds in connection with their investments in distressed companies.

Ms. Laukitis’ recent representations include several out-of-court restructurings on behalf of multibillion-dollar companies; an ad hoc group of bondholders in a restructuring support agreement with Martin Midstream; Mr. William A. Brandt, Jr. as Chapter 11 trustee of CFG Peru Singapore (a significant Peruvian anchovy fishing operation); and Perfumania, Inc. and its affiliates (a manufacturer and retailer of fragrances and related products) in connection with their prepackaged Chapter 11 cases.

Prior to joining Skadden, Ms. Laukitis represented the following corporate debtors in their Chapter 11 cases: Molycorp (one of the world’s largest rare earth producers and processors), Fresh & Easy Neighborhood Markets (a chain of grocery stores in the western U.S.), Hostess Brands (producer of Hostess, Dolly Madison, Wonder and other branded bakery products), Allegiance Telecom (a large local exchange carrier), The Boyds Collection (a designer and manufacturer of gifts and collectibles), Norwood Promotional Products (a leading supplier of imprinted promotional products), NRG Energy (one of the largest independent power producers), Pierre Foods (a food product manufacturer), Tower Automotive (a Tier 1 automotive supplier) and Trico Marine Services (an oil-field services company). Ms. Laukitis also represented Penton Media in its prepackaged Chapter 11 case, as well as Cleveland Unlimited and other companies in connection with their out-of-court restructurings.

Ms. Laukitis has repeatedly been selected for inclusion in Chambers USA, IFLR1000 and The Best Lawyers in America and the Lawdragon 500. In 2013, she was named to the 40 Under 40 list by M&A Advisor and was named a Rising Star by both the New York Law Journal and Law360. In 2011, she was named an Outstanding Young Restructuring Lawyer by Turnarounds & Workouts.

A member of the International Insolvency Institute, the American Bankruptcy Institute and the Turnaround Management Association, Ms. Laukitis previously served on the Committee on Bankruptcy and Corporate Re-organization of the Association of the Bar of the City of New York and the Lincoln Center Business Council.


Michael O’Hara is Co-Head of US and Managing Director in the Debt Advisory and Restructuring Group at Jefferies.  He joined Jefferies in 2020 from PJT Partners (formerly Blackstone), where he was a Partner in the Restructuring and Special Situations Group.

Mr. O’Hara advises on a variety of restructuring and special situation assignments for companies, creditors, corporate boards, and acquirers and sellers of distressed assets. Additionally, he has worked on several sovereign situations.

Before joining Blackstone/PJT, Mr. O’Hara worked in the M&A groups at Wasserstein Perella & Co. and Stephens Inc.

Mr. O’Hara holds a BS in Finance from Georgetown University and an MBA from Columbia Business School.

Mr. O’Hara has served as a guest lecturer at the University of Chicago Booth School, Columbia Business School and the Wharton School at the University of Pennsylvania, among others, and has participated in several industry conferences.

 

 


Patty Tomasco is a partner in Quinn Emanuel’s Houston Office. With more than 30 years of experience in solving corporate insolvency problems, Patty represents debtors and creditors in some of the largest bankruptcy cases filed in the United States. Patty frequently represents clients in the energy and telecommunications industries and high tech debtors in both reorganizations and litigation.

Current and recent representations include counsel to the Kingfisher Midstream, LLC in the pending chapter 11 cases of Alta Mesa Resources, Inc.; Ad Hoc Committee of Unsecured Bondholders in Sanchez Energy, Inc., Official Unsecured Creditors Committee of Halcon Resources, Inc.; Official Committee of Unsecured Creditors in EXCO Resources, Inc.; counsel to the Ad Hoc Committee of First Lien Lenders in Vanguard Natural Resources, Inc.; and Debtors’ counsel in SH-130 Concession Company, LLC., Westmoreland Coal Company, iHeartMedia, Inc., Linn Energy LLC, Berry Petroleum, Midstates Petroleum Company, Inc., El Paso Children’s Hospital, AF Global and Ameriforge Group, Inc., Light Tower Rentals, and equity sponsor in Francis’ Drilling Fluids, Inc..

Patty currently serves a three year term as chair of the Complex Case Committee for the Southern District of Texas, a function created by Judges Jones and Isgur to review and improve complex case procedures and to provide a liaison between complex case practitioners and the courts. Since 2006 through 2019, Patty has been listed as a Super Lawyer by Thomson Reuters, was selected as Best Business Bankruptcy Lawyer by the Austin Business Journal. Patty graduated from Rice University in 1985 and received her J.D. from South Texas College of Law Houston in 1988.


Pauline Morgan is a Partner in the Bankruptcy and Corporate Restructuring Practice at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.  Pauline handles a broad diversity of restructuring matters and represents the full range of participants in corporate bankruptcy cases and out-of-court restructurings – debtors, secured and unsecured creditors, official and unofficial committees of creditors, and purchasers of distressed assets. Debtors and creditors alike trust Pauline’s advice and good judgment and appreciate her commitment to finding a practical solution to complex problems. In a practice spanning three decades, Pauline has played an instrumental role in some of the largest, most high profile chapter 11 cases in the country.

Pauline has been recognized by The Best Lawyers of America® and Who’s Who Legal as a leading restructuring and insolvency lawyer, and she is ranked in the top tier by Chambers USA: America’s Leading Lawyers for Business, which noted that she is “a highly respected figure” and “one of the leading lights” in the Delaware market.

In 2015, Ms. Morgan was inducted as a Fellow of the American College of Bankruptcy, and in 2020, she was featured in the inaugural edition of Lawdragon 500 Leading U.S. Bankruptcy & Restructuring Lawyers.

Pauline graduated from the University of Pennsylvania Law School in 1987 and has practiced at Young Conaway since 1997.  She is a member of the firm’s Management Committee and served as Chair of the firm's Bankruptcy and Corporate Restructuring Practice from 2011 to March, 2019.

 

 

 

 


A partner in the Restructuring Department, Alice advises creditor and debtor clients in corporate reorganizations and bankruptcies, with a focus on postpetition financings, exit financings and related transactions. Her recent company-side matters include advising Animal Supply Company, Preferred Sands, Expro Holdings, Performance Sports Group and Foresight Energy, and recent creditor-side experience includes advising stakeholders in Neiman Marcus, Exide Technologies, Whiting Petroleum, LSC Communications, Mallinckrodt and TOMS Shoes.

Chambers USA recognizes Alice for her “rare combination of bankruptcy and financing experience” in dealing with distressed companies in major chapter 11 cases, and cites clients who have called her a “very talented lawyer” and complimented her abilities as she is someone who “works hard-nobody is going to outwork her.” The Legal 500 writes that Alice’s “ease in grasping complex structures make her the perfect lawyer to attack difficult restructuring issues” making her a “standout talent.” She is also recognized by The Best Lawyers in America for her work in Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law. In 2020, Lawdragon included Alice in their inaugural list of “500 Leading U.S. Bankruptcy & Restructuring Lawyers.” Additionally, Alice was selected by Law360 to its list of Rising Stars for 2011, recognizing her as a legal talent under the age of 40, notably in connection with the successful bankruptcies of AbitibiBowater and CIT Group Inc.

Alice’s matters are routinely recognized by industry publications and associations. The M&A Advisor selected the restructuring of BPS US Holdings and its debtor affiliates (the Performance Sports Group restructuring) as its “Restructuring of the Year ($500M-$1B)” in its 10th Annual International M&A Awards. The Turnaround Management Association (TMA) has honored Alice in two awards; 2018 “Transaction of the Year: Large Company” for her work on Performance Sports Group’s chapter 11 case, as well as 2016 “Turnaround of the Year: Mega Company” for her work on behalf of Chassix Holdings Inc. debtholders. The Financial Times has recognized Alice’s work on a number of restructurings in its annual report on “U.S. Innovative Lawyers,” including “Highly Commending” her work on behalf of the Ad Hoc Committee of Dynegy Bondholders (2012) and CIT Group bondholders (2010), and “Commending” her work on the successful restructuring of AbitibiBowater (2011).

Alice received her J.D. from New York University School of Law and graduated summa cum laude from Bowdoin College.


Agnes is a Founding Partner of Ducera Partners.  She has advised companies, creditors, investors and other relevant constituents in a variety of in-court and out-of-court transactions across various industries including industrials, automotive, aerospace and aviation, offshoring drilling, and retail among others.   Ducera Partners is a boutique investment bank specializing in strategic advisory, M&A, private capital, liability management, and restructuring advisory. 

Agnes received a Bachelor of Arts degree from Northwestern University in Economics and Mathematics and a Masters of Business Administration from the Harvard Business School.  Prior to Ducera Partners, Agnes worked in the financial restructuring group at Perella Weinberg Partners and Houlihan Lokey.