Asset Sales
Committee Representation
Operating Companies
Out-of-Court Workouts
Real Estate Matters
Trustee Representation

SCENARIO:

The Firm represented Smartflex, Inc., a public company, in its acquisition of virtually all of the assets of Tanon Acquisition Corporation. Tanon was a troubled full service electronics manufacturer with operations in Fremont, California, and West Longbranch, New Jersey. Smartflex received numerous benefits from a business combination, including acquisition of Tanon's customer base, as well as certain aspects of its manufacturing operations.

SOLUTION:

The Firm's representation of Smartflex involved negotiating the transaction with Tanon's counsel, as well as negotiating overbid protections and a breakup fee to provide Smartflex with an advantageous position in connection with the Bankruptcy Court-conducted sale of the assets. Although a competing bidder participated in the sale, Smartflex was the successful bidder and the acquisition closed within two months after Tanon filed for Chapter 11 protection. In summary, the Firm managed the entire process, including the post-sale workout of various equipment and real property leases.

SCENARIO:

The Firm represented the acquirer in a complex asset purchase transaction out of a Chapter 11 bankruptcy. The Firm was required to provide advice to the acquirer with respect to the negotiation, approval and consummation of the purchase of seven company-owned bakery café-type restaurants and thirty-four franchised locations.

SOLUTION:

The acquisition was consummated within two months after the debtor filed its bankruptcy. The Firm also advised the acquirer with respect to the acquirer's post-petition financing of the debtor's operations pending the sale, various challenges to the sale by litigious creditors, and the implementation of several post-closing agreements.

SCENARIO:

The Firm represented the Official General Unsecured Creditors Committee in a case involving a public company and operating subsidiaries engaged in the pharmaceutical business. One operating subsidiary was engaged in the mail order pharmaceuticals business, while another operating subsidiary provided a pharmaceutical benefit management services.

SOLUTION:

The Firm, in conjunction with the Creditors Committee's financial advisor, was instrumental in negotiating a plan of reorganization that resulted in the sale of the company to Bergen Brunswig for various forms of consideration, including cash and a promissory note tied to performance of the reorganized company. A liquidating trust was formed to administer the proceeds of the plan and the Firm continues to represent the liquidating trustee in connection with pursuing litigation and distributing the proceeds of the plan to the creditor body.

SCENARIO:

The Firm represented the Official General Unsecured Creditors' Committee in a Chapter 11 case of a national "direct response" company. The Chapter 11 filing was precipitated by numerous lawsuits from various state's attorneys general for, amongst other things, violations of various consumer protection acts.

SOLUTION:

The Firm was instrumental in negotiating a plan of reorganization that provided for a 100% distribution to all general unsecured creditors.

SCENARIO:

The Firm represented a national manufacturer of modular office systems in a Chapter 11 reorganization proceeding. The company, which had over $30 million in annual sales, successfully reorganized pursuant to a plan of reorganization, which will pay creditors as much as 40% of allowed general unsecured claims. At the same time, the equity holders retained an undiluted interest in the reorganized debtor. The case presented several unique challenges, including dealing with landlords whose leases had been terminated prior to the proceeding, but whose property was necessary to the debtor's continued operations. In addition, the debtor changed asset-based lenders midway through the proceedings and obtained exit financing through yet another asset-based lender.

SOLUTION:

Through the Firm's efforts, the company was able to maintain uninterrupted normal operating conditions such that it could maintain contracts and obtain new contacts from both various agencies of the federal government as well as multi-national corporations.

SCENARIO:

The Firm represented a national shutter manufacturer/retailer in a successful Chapter 11 reorganization.

SOLUTION:

The Reorganization Plan provided 100 percent distribution to creditors over a five-year time period based exclusively on projected net income over such time period.

SCENARIO:

The Firm represented a national restaurant chain in a successful Chapter 11 reorganization, including the elimination of approximately $15 million of unsecured debt.

SOLUTION:

The unsecured debt was discharged primarily through the elimination of landlord 'rejection' claims, both through litigation and negotiated settlements.

SCENARIO:

The Firm represented a debtor manufacturer in a politically-charged Chapter 11 case. The Firm was required to deal with complex litigation, insurance, constitutional and political issues in successfully confirming a Chapter 11 plan that paid all creditors in full with interest on the effective date of the plan.

SOLUTION:

The Firm was required to establish and complete a comprehensive claims estimation process involving over $35 million in asserted personal injury claims from around the country. The Firm was also required to protect the debtor from numerous motions for relief from stay and other attacks instigated by litigious claimants.

SCENARIO:

The Firm represented a husband and wife who owned and operated two golf shops acquired from a national franchiser. As a condition to doing business with the corporate golf shops, many vendors required personal guarantees from the husband and wife shareholders. A tremendous downturn in business led to mounting losses and the eventual shut down of both golf shops. Numerous creditors threatened to sue the corporation and the guarantors for repayment of outstanding invoices of in excess of $1 million.

SOLUTION:

Arbitration against the national franchiser resulted in a judgment in favor of the Firm's clients. The funds received from the arbitration award were solely used to pay for in excess of 30 settlement agreements negotiated by the Firm and the legal expenses associated therewith. Through the Firms efforts it was unnecessary for either the corporation or the personal guarantors to seek bankruptcy court protection.

SCENARIO:

The Firm represented two shareholders who owned and operated a retail paint shop. As a condition to doing business with the paint shop, many vendors required personal guarantees from the shareholders. Mounting financial losses led to the eventual shutdown of the business. The former owners of the business threatened to sue the corporation and the guarantors for repayment of the balance of the purchase price owed.

SOLUTION:

The Firm was able to negotiate a substantially reduced settlement amount. Settlement resulted in minimized legal expenses and rendered it unnecessary for either the corporation or the individual shareholders to seek bankruptcy court protection.

SCENARIO:

The Firm represented various real estate development companies in the shopping center, office building, residential and assisted-living sectors in Chapter 11 cases, while successfully renegotiating in excess of $1 billion of debt, including write-downs in excess of $150 million.

SOLUTION:

The Firm successfully renegotiated on behalf of these companies more than $1 billion in debt, including write-downs in excess of $150 million.

SCENARIO:

The Firm represented a real estate limited partnership that owned three large commercial shopping centers in the Pacific Northwest. The combination of vacancies and market reduced lease rates resulted in the partnership's inability to service its secured debt. As a result, the partnership was forced to file a Chapter 11 petition to prevent the secured creditors from foreclosing on the properties.

SOLUTION:

Through a consensual plan of reorganization, the Firm successfully restructured $25 million in secured debt owed to a senior lender while negotiating an approximate $7 million discount on $9 million owed to a junior lender.

SCENARIO:

The Firm represents a Chapter 7 Trustee in a unique "timeshare" case. The Firm has assisted the Trustee in stabilizing and collecting on a $250 million portfolio of timeshare mortgage loans that had been held or pledged by the debtor.

SOLUTION:

The Firm has been required to advise the Trustee on a wide range of diverse issues involving real property reformation actions; settlements with various governmental agencies; negotiating and consummating over $6 million in asset sales; and a complex class action settlement worth over $30 million.

SCENARIO:

The Firm represented a Chapter 11 Trustee who was appointed to oversee the reorganization of a company that owned real property upon which another bankruptcy related entity owned and operated a restaurant. The Firm was faced with the challenge of prosecuting and defending complex pre- and post-bankruptcy litigation in state court and the bankruptcy court.

SOLUTION:

The Firm was instrumental in resolving all litigation between the parties and proposing a joint Chapter 11 plan of reorganization that paid 100 percent plus interest to all creditors. Because the debtors' bankruptcy estates lacked sufficient funds to pay all creditors in full, the Firm on behalf of the Trustee was able to negotiate for the payment of non-estate funds by the debtors' principals to fund the plan.