Bankruptcy & Restructuring

Through our work for important creditors, investors, and trustees, our team has played a central role in the resolution of each recent financial crisis. Our partners restructured US credits in the wake of the savings and loan (S&L) crisis of the late 1990s, Latin American credits in the 1990s and early 2000s, East Asian credits in the wake of currency crises in the early 2000s, and numerous secured and unsecured credits following the worldwide recession of 2007–2008. We also helped clients gain the opportunities that ensued, most recently helping clients realize substantial equity returns in debt-for-equity reorganizations that followed the collapse of Lehman Brothers.

Our partners have represented client groups such as EFH, LightSquared, ATP, MPM Silicones, Visteon, ResCap, Delphi, Lyondell, and Lehman in recent major cases.

Our partners are lead lawyers for the executive defense groups in Tribune and Lyondell, led the successful damage-mitigation phase of the Tronox litigation, and are active in recent sovereign debt litigation involving Argentina and Grenada.

Our clients are financial institutions and other debt and equity holders in all aspects of financially distressed situations, and we are recognized as a leading firm in the area of DIP and exit lending. The firm is active in the distressed debt-trading arena on behalf of investment banks and funds, and represents parties in a variety of turnaround situations.

We assist public companies in the liquidation of their finance company subsidiaries and the workout of distressed investments, and we advise foreign participants in cross-border transactions. We also advise venture capital investors and bridge lenders, as well as vendors, in connection with transactional and bankruptcy issues.

Our working relationships include leading legal and financial advisers globally, related trade associations like Chambers and INSOL International, and key bar associations. We are also know well senior and workout officers at leading banks, financial institutions, and hedge funds, as well as key officials in organizations including the US Securities and Exchange Commission (SEC), the United Nations (UN), the International Monetary Fund (IMF), the US Treasury, and the European Commission, and officials at the national level in many countries.

Our extensive background in complex reorganizations and our reputation with financial institutions have enhanced our ability to work effectively with distressed companies in both workout and bankruptcy contexts. Supported by the breadth of the firm’s practice and intimate involvement in a wide array of industries, we have represented debtors as diverse as retailers, telecommunications providers, technology and biotech companies, venture capitalists, ocean carriers, and mortgage trusts.

Morgan Lewis frequently represents purchasers of assets in bankruptcy sales, foreclosure sales, and assignments for the benefit of creditors, and we have handled all aspects of due diligence, contract negotiations, stalking horse procedures, auctions, and closings related to the purchase of assets from a bankruptcy estate or other distressed transactions, as well as litigation relating to such transactions. We have experience in leading distressed acquisitions in many industries, including oil and gas, power, securitization trusts, media, retail, and maritime.

At Morgan Lewis, we have dedicated trial and appellate lawyers whose focus is on handling disputes in bankruptcy and receivership actions, from the small adversary proceeding to the plan valuation contest. We also represent stakeholders in federal and state court litigation involving stressed and distressed situations. Where skill in expert cross-examination is needed, we excel. Where deep experience navigating sensitive situations is needed, clients look to us, as did a major bank when it faced the threat of sanctions in the Southern District of New York. Our lawyers won significant victories in the Second Circuit in Enron and Quebecor, mitigated the damage claim in the epic Tronox fraudulent transfer litigation, and have handled major litigation disputes in Tribune, ATP, Bennu, and Sea Containers. We’ve made law in the realm of creditor-led derivative actions in the Delaware Chancery Court, and are members of the executive groups leading the defense in Lyondell.

World leaders in the energy industry, Morgan Lewis partners have guided clients through every up cycle and every down cycle. Working closely with our global energy team that handles the acquisition, divestiture, structuring, development, and financing of upstream, midstream, and downstream energy assets, our restructuring team has energy industry experience—particularly in oil and gas restructurings.

Our restructuring clients include lenders and creditors at every level of the capital structure as well as debtor representations.

We have represented creditors in many of the largest and most complex energy bankruptcy cases filed in the United States, including representation of the DIP lenders and ultimately the successful 363 bidder in the ATP Oil and Gas bankruptcy, representation of the largest DIP lender in the Energy Futures Holdings bankruptcy, counsel to $1.5 billion leveraged lease bondholders in the Chapter 11 restructuring of Mirant Corporation, and significant creditor representations in the SemGroup, NEGT, and NRG bankruptcies.

We also have experience in international restructurings, both in and out of court, including as counsel to bondholders and senior lenders in Epic Energy and Griffin Coal (Australia), Grupo Mexico, Norse Energy Group (Brazil), and Suntech (multinational). Our debtor representations include as counsel to Evergreen Solar.

Representative engagements include the following:

• Cal-Dive — Counsel to the senior lender group to an offshore construction and barge services company
• ATP Oil and Gas — Counsel to DIP lenders and the acquisition vehicle in the secured financing and subsequent acquisition of a leading offshore exploration company
• Beryl Oil and Gas — Counsel to the second-lien lenders in the successful out-of-court restructuring and sale of a Gulf of Mexico exploration and production (E&P) company
• Covanta — Counsel to the secured lender/owner-participant in various debtor owned or operated project financings for a US holding company with separate subsidiaries offering energy from waste solutions and a variety of insurance products
• Dominion Petroleum — Counsel to the note holder group in its successful out-of-court debt restructuring and refinancing of a public oil exploration company involving US, UK, Bermudian, and African jurisdictions
• Epic Energy — Counsel to the receivers and managers appointed by the secured lender in the restructuring of one of Australia’s largest gas transmission companies
• Evergreen Solar — Counsel to Evergreen as a debtor and DIP in connection with the Chapter 11 case filed in the Bankruptcy Court for the District of Delaware
• First International Petroleum — Counsel to the bondholders in the restructuring of a fleet of seven oil tankers leased to Shell Oil—including threatened arrest and repossession—resulting in a near par recovery for the bondholders
• Global Geophysical — Counsel to an indenture trustee as the chair of the creditors committee
• Global Power Equipment Group — Counsel to an Official Creditors Committee and plan administrator of a US designer and manufacturer of equipment for gas turbine power plants
• Griffin Coal — Counsel to a working group of bondholders on the voluntary administration of Western Australia’s oldest and second-largest coal mining company
• Grupo Mexico — Counsel to the secured export receivable bondholders of a Mexican copper mining company in an out-of-court restructuring
• Horizon Natural Resources — Counsel to a bondholder and potential acquirer of the assets of the company’s coal mining business
• Mirant — Counsel to $1.5 billion leveraged lease bondholders in the Chapter 11 restructuring of an energy company
• MPF Corporation Ltd. — Counsel to the ad hoc committee of bondholders on a project to construct an oil drill ship
• MPU Offshore AS — Counsel to the ad hoc committee of bondholders on the financial restructuring and bankruptcy of an oil rig vessel project
• National Energy & Gas Transmission Inc. and NEGT Energy Trading Power L.P. — Significant creditor representation spanning multiple aspects of case, including rejection of the power purchase agreement, enforcement of arbitration procedures, the plan and claims reserve negotiation, and ultimate litigation and settlement of a rejection damages claim involving complex interconnection and damages issues
• Norse Energy — Counsel to the senior lenders on the financial restructuring of an oil and gas E&P company with operations in Brazil and the United States
• NRG Energy — Counsel to the Official Committee of Unsecured Creditors representing $6 billion in claims in the Chapter 11 reorganization of an international power producer
• Pacific Energy Resources — Counsel to the secured lender in the Chapter 11 proceedings of a company that engages in the acquisition, exploitation, and development of oil and gas properties in the western United States
• Petroplus — Counsel to the ad hoc committee of bondholders of a Swiss oil refinery group following insolvency filings in multiple European jurisdictions; total outstanding bond debt of $1.75 billion
• Ryan Mining — Counsel to the bondholders in a financial restructuring, including a debt-equity swap, of a UK mining company
• SemGroup — Counsel to a secured lender in litigation and subsequent bankruptcy of a large US energy company
• StatoilHydro ASA — Counsel to the note holder group in defeating troublesome consent solicitation of a Norwegian company
• Suntech Power Holdings Co. Ltd. — Counsel to bondholders in the multinational restructuring proceedings of a multinational solar company
• Vitol Finance Ltd. — Counsel to institutional investors in a series of private placements of senior notes aggregating $400 million issued by a Bermudian and Canadian subsidiary of a Netherlands company engaged in the trading of crude oil, petroleum, and petroleum-related products

Morgan Lewis represents receivers, policyholders, creditors, and investors in insurance receivership proceedings and restructurings. We have been involved in representing companies across the entire industry, including property casualty companies, health insurers, health maintenance organizations, life insurers, financial guarantors, and mortgage insurers. Our experience includes both in- and out-of-court restructurings, and litigation of contested receivership matters.

We also have experience with insurance products in insolvency proceedings. We have appeared in mass tort bankruptcies, including the first prepackaged mass tort bankruptcy, and represent clients in major disputes over surety bonds and related indemnity obligations in Chapter 11 cases. We have unparalleled depth in loss-sensitive insurance programs utilized by most major insureds.

We have experience in municipal finance and restructuring. We have represented secured creditors and financial guarantors, including municipalities, hospitals, Native American–sponsored casinos, and special-purpose entities, in a wide array of proceedings. We regularly publish and lecture on public finance insolvency. We have represented major positions in Chapter 9 and Chapter 11 cases, as well as out-of-court restructurings, foreclosures, and receiverships.

Morgan Lewis is a leading adviser on sovereign debt transactions, and we frequently work on some of the most cutting-edge topics in this area. Our work includes counseling governments, creditors, and investment banks on a wide range of sovereign bond transactions and sovereign debt restructurings.

Our team’s extensive experience in sovereign debt transactions dates back to the 1980s, when we worked on the sovereign debt restructurings of Argentina, Brazil, and Venezuela. Morgan Lewis lawyers also advised Indonesia and Korea in connection with their programs in 1999–2000. Since then, members of our team have advised governments, creditors, or investment banks on sovereign debt transactions by Albania, Argentina, Belarus, Belize, Bermuda, Cyprus, the Czech Republic, the Dominican Republic, Ecuador, Greece, Grenada, Kazakhstan, Lithuania, Portugal, the Slovak Republic, Suriname, Ukraine, and Venezuela. We also have advised governments in connection with their International Monetary Fund (IMF) programs, including in the field of debt restructuring reform.

Our lawyers are frequent speakers and authors on sovereign debt policy reform, regularly participating in events organized by, among others, the IMF, the Paris Club, the United Nations, the US Treasury Department, the Financial Markets Law Committee, and the Emerging Markets Trading Association. And we serve as a coordinating liaison for private sector consultations in the IMF’s ongoing policy reform efforts.