restructuring - dla piper/media/files/insights/publications/2013... · swap and pension...

RESTRUCTURING GLOBAL PRACTICE OVERVIEW

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WWW.DLAPIPER.COM | 01

Our Global Restructuring Group is one of the largest in the world with 260 dedicated lawyers across the Americas, Asia Pacific, Europe and the Middle East. We have the knowledge, experience and resources to address our clients’ restructuring and insolvency needs on a national and international basis.

We serve a diverse client base encompassing debtors, lenders, government entities, trustees, shareholders, directors, and distressed debt and asset buyers and investors. We advise clients across a wide range of industry sectors and have particular strength in energy, financial services, health care, hospitality and leisure, real estate, retail, sports, technology and transportation.

We advise on all matters relating to public and private companies in underperforming and distressed situations. We manage assignments from the mid-market to the largest national and international restructurings and insolvencies. Our experience also extends to contentious issues arising from restructurings and insolvencies. We have significant experience of advising clients on investigation, enforcement, litigation and asset recovery on a multijurisdictional basis.

We are passionate about what we do and our clients see this in the quality of work our lawyers provide. With our global team of dedicated restructuring lawyers we have extensive knowledge of local markets and the associated challenges our clients face.

OVERVIEW

The firm has a strong

reputation for formal

insolvency work, and its

impressive global footprint

ensures that it is well

positioned to advise on

cross-border matters.

Legal 500

Germany Peter Jark [email protected]

United Kingdom Stephen Halladay [email protected]

US – New York Gregg M. Galardi [email protected]

US – Chicago Richard Chesley [email protected]

The Netherlands Marc Molhuysen [email protected]

France Pierre-Alain Bouhenic [email protected]

Spain Luis Martin [email protected]

Belgium Ilse van de Mierop [email protected]

02 | OUR GLOBAL RESTRUCTURING PRACTICE

GLOBAL RESTRUCTURING GROUPKEY CONTACTS

Asia - Singapore Troy Doyle [email protected]

Australia Scott Harris [email protected]

Italy Antonio Lombardo [email protected]

Sweden Kent Hägglund [email protected]

Austria & CEE Oskar Winkler [email protected]

Norway Johan Ratvik [email protected]

Russia Vyacheslav Khorovskiy [email protected]


Middle East Peter Somekh [email protected]

Asia - Hong Kong Jonathan Leitch [email protected]


The size and technical know-how of our award-winning Restructuring Group is unrivalled. We have over 100 dedicated restructuring lawyers, including 26 partners, across our national network of eight offices; Birmingham, Edinburgh, Glasgow, Leeds, Liverpool, London, Manchester and Sheffield.

Our clients range from debt and equity investors to executives of underperforming businesses and accountants engaged in restructuring and recovery work. We also advise financial institutions in leveraged, syndicated, club and bilateral matters. Our personal insolvency team is highly experienced in complex, cross-border bankruptcies and individual voluntary arrangements. We also offer a dedicated Creditor Support Group service.

The strength and market standing of our regional restructuring teams is borne out by our long-standing top tier rankings in the Chambers and Legal 500 directories in the Midlands, North West, Yorkshire and Scotland. More than 20 of our lawyers are listed as leading individuals in the current editions of the legal directories.

In recognition of our depth of knowledge and experience in the UK market, we have developed a College of Law accredited ‘Restructuring Diploma’ which all of our lawyers complete.

We have long-standing relationships with the principal professional advisers in the market, be they accountants, restructuring advisory firms, distressed real estate consultants or fixed charge receivers.

OUR SERVICES

■ Restructuring and reorganisation

■ Refinancing and fundraising

■ Formal insolvency procedures and office holders’ conduct and regulation

■ Disposals, including pre-packaged solutions

■ Insolvency and bankruptcy-related investigation, litigation and enforcement

■ Debt and asset tracing and recovery

■ COMI procedures and international restructuring techniques

EXAMPLES OF OUR WORK DAWNAY DAY Advising Norwich Union, the largest senior lender, and BDO Stoy Hayward as administrators on the restructuring of Dawnay Day, a global real estate and financial services conglomerate with assets of £1 billion.

MOSAIC GROUP One of the largest restructurings of a fashion retail group whose brands include Karen Millen, Oasis, Principles, Warehouse and Coast. We advised on the administration of 28 companies, the sale of the assets of the major brands to a bank owned newco, and the provision of new facilities and equity.

GLOBAL INVESTMENT BANK Representing a global investment bank in connection with the workout and restructuring of £1.5 billion of mortgage and mezzanine financing secured by a chain of healthcare properties located throughout the UK.

LEXI HOLDINGS Advising a syndicate of UK banks and KPMG as administrators in the restructuring/insolvency of Lexi Holdings. The company was defrauded of approximately £50-70 million. We obtained judgments against 18 parties, committed the main director behind the fraud to prison, and recovered approximately £40 million in real estate worldwide.

JONES LANG LASALLE Advising receivers from Jones Lang LaSalle on one of the largest property collapses in recent years relating to Daniel House and Peterborough Court, Goldman Sachs’ UK headquarters. The debt restructuring and subsequent sale involved an innovative series of parallel schemes of arrangement which were implemented in England and the British Virgin Islands to enable a debt free vehicle to be sold to the purchaser.

DYSON GROUP Advising on the successful turnaround of this global automotive component group which saved more than 400 jobs. The turnaround involved a highly complex debt for equity swap and pension restructuring with international and significant regulatory dimensions.

UNITED KINGDOM

Law Firm of the Year


We have more than 50 restructuring lawyers in eight offices across the US. Our team has in-depth experience of representing and advising public and private companies experiencing financing difficulties, purchasers of and investors in distressed companies, and lenders to and creditors of such companies on complex business reorganizations, troubled company M&A, debt restructurings and financing matters.

Our clients can also draw on our network of nearly 1,400 business lawyers in 23 major centres across the US to advise on fiduciary, regulatory, employment, insurance, tax and other matters arising in a restructuring.

Our Restructuring Group is recommended by the US Legal 500 directory. The Group’s Co-chairs, Gregg Galardi and Richard Chesley, as well as a number of other partners are recognised by industry publications including Chambers USA, The International Who’s Who of Business Lawyers, Euromoney Guide to the World’s Leading Insolvency & Restructuring Lawyers, Turnarounds & Workouts and The Best Lawyers in America.

Through our relationships with local law firms, we are able to advise clients on multijurisdictional restructuring matters in a number of Latin American countries.

OUR SERVICES

■ In- and out-of-court restructurings, including exchange offers, pre-packaged, pre-negotiated and traditional bankruptcy cases

■ Refinancing strategy and implementation

■ Complex business reorganisations

■ Distressed mergers & acquisitions

■ Real estate workouts

■ Bankruptcy-related investigation, litigation and enforcement


EXAMPLES OF OUR WORK

REDDY ICE HOLDINGS Represented Reddy Ice Holdings, Inc., largest manufacturer and distributor of packaged ice in the US, in its chapter 11 proceedings and with its simultaneous efforts to acquire another leading North American ice producer headquartered in Canada, Arctic Glacier Inc.

TRIDENT MICROSYSTEMS Represented Trident Microsystems, Inc. (Nasdaq TRID), chip and software company, in its filing for chapter 11 in the US Bankruptcy Court for the District of Delaware and the sale of Trident’s set-top box business unit to Entropic Communications in exchange for the assumption of obligations and US$55 million in cash, the sale of Trident’s TV business unit to Sigma Designs in exchange for the assumption of obligations and for US$30 million, and the winding-up of Trident’s 16 foreign subsidiaries located in eleven different countries.

THE CLARE AT WATER TOWER Represented The Clare at Water Tower, continuing care retirement community, in its chapter 11 reorga nization proceeding in the US Bankruptcy Court for the Northern District of Illinois. The plan of reorganization was confirmed pro viding for the sale of substantially all of the debtor’s assets and the assump tion of all residency obligations in full.

TRAILER BRIDGE Represented Trailer Bridge, Inc., provider of integrated intermodal freight transportation services, in its chapter 11 proceedings in the US Bankruptcy Court for the Middle District of Florida. The restructuring significantly reduced the company’s debt and provided current equity holders with a meaningful recovery.

PJ FINANCE Represented PJ Finance Company, owner of 32 apartment complexes with nearly 10,000 units, in its court approved US$500 million debt restructuring. The plan’s confirmation also makes payment to all general unsecured creditors in full.

UNITED STATES

“ “

They are good

at understanding the

clients’ business objectives

and working within

the parameters of

the insolvency laws

to help achieve

business objectives.

Chambers

Distressed M&A Deal of the Year

Real Estate Sector Deal of the Year

Consumer and Retail Sector Deal

of the Year

■

■

■


When dealing with restructuring and insolvency matters across Europe, a ‘one size fits all’ approach simply doesn’t work. Every European country has its own insolvency legislation and procedures; the European Insolvency Code serves only to regulate the linkage between disparate countries’ frameworks.

The size and geographic spread of our restructuring group across Europe mean we are perfectly placed to advise clients on multijurisdictional restructuring matters. Our clients benefit from our ability to provide local restructuring legal insight underpinned our global know-how and resources.

Our European client base encompasses national and international lenders, debtors, trustees, shareholders, company executives and distressed debt and asset buyers and investors, as well as government entities. Partners from several of our offices across Europe also accept court appointments as insolvency office holders.

OUR SERVICES

■ Restructuring and reorganisation

■ Refinancing and fundraising – security enhancement and prioritisation

■ COMI procedures and international restructuring techniques

■ Taking insolvency office holder appointments

■ Formal insolvency procedures and office holders’ conduct and regulation

■ Disposals – asset and share deals out of insolvency

■ Insolvency and bankruptcy-related investigation, litigation and enforcement


EXAMPLES OF OUR WORK NETHERLANDS – INEAS Advising on the administration of Ineas, a pan-European online car insurance company. This was one of the largest insolvencies of an insurance company in Europe in recent history. We worked closely with the Dutch Central Bank and the Dutch Financial Supervision Authority with regard to the treatment of insurance policies, continuation and/or transfer of activities and the application of guarantee funds.

SPAIN – MARTINSA FADESA Advising a number of banks in a syndicate on various aspects of this complex multijurisdictional insolvency of Spain’s largest real estate and construction group. This was the largest ever insolvency in Spain.

AUSTRIA – LEADING NATIONAL BANK Advising on the debt restructuring of a portfolio of 12 hotels across Central and Eastern Europe under a loan agreement in default, including restructuring the relationship between bank, borrower and sponsors with respect to recapitalisation, as well as changes in covenants and security to avoid insolvency.

BELGIUM – FORTIS BANK Advising the Belgian Government in contentious matters relating to Fortis Bank. The Belgian Government took a stake in Fortis Bank which was in financial difficulty following the global financial crisis and subsequently sold

its stake to BNP Paribas. Fortis Bank shareholders brought a claim against the Government in an attempt to cancel the various agreements, but this was rejected in court. NORWAY – KAUPTHING BANK HF (NORWAY) We were appointed joint administrator and advised on the restructuring, sale and closure of this international Icelandic bank in Norway. ITALY – CARLO TASSARA Assisting UniCredit in relation to the complex debt restructuring of Carlo Tassara S.p.A., a major Italian metallurgy company. GERMANY – GLOBAL MANUFACTURING TECHNOLOGY SUPPLIER Advising a US-based global manufacturing technology supplier on the restructuring of its European subsidiaries to facilitate the sale of its entire European business. Advising on restructuring strategy and the implementation of the subsequent sales process in Germany, the Netherlands, Belgium, France, Spain and Italy. Following the sale we advised the new owner on the implementation of the proposed restructuring measures.

CONTINENTAL EUROPE

Excellent, proactive and

forward-thinking insolvency

practice.

Legal 500

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Our Restructuring Group in Asia Pacific is uniquely placed to provide seamless restructuring legal advice to local and international clients across the region. Our knowledge of, and close involvement with, the Asia Pacific market enables us to provide restructuring advice which is both strategic and commercial.

We advise financial institutions, private equity and hedge funds, distressed debt and special opportunity funds, corporates and insolvency practitioners.

We have offices in Thailand, China (Beijing, Hong Kong, Shanghai), Singapore, Australia (Brisbane, Canberra, Melbourne, Perth, Sydney) and Japan. From these offices and through our firm relationships, we also service our clients’ interests in Indonesia, Korea, Vietnam, India, Malaysia, Philippines and Taiwan.

Our Restructuring Group is rated as a leading practice in Hong Kong, Singapore, Thailand and Australia by Chambers Asia, Legal 500, and IFLR 1000.

OUR SERVICES

■ Financial restructuring (including acting for lenders, bondholders, and corporate clients)

■ Corporate restructuring (including the restructuring of debt and equity)

■ Distressed debt sales and purchases (both non-performing loan portfolios and single assets trades in accordance with LMA, LSTA and bespoke trading documentation)

■ Distressed investments (including the sale and purchase of companies and assets in distress and asset analysis)

■ Insolvency advice (including administration, receivership and liquidation, or the local equivalent)

■ Insolvency litigation

EXAMPLES OF OUR WORK PAN ASIA – TRIDENT MICROSYSTEMS Advising on the restructuring of this US microsystems company with operations in Asia spanning China, Hong Kong, Singapore, India, Taiwan, Korea and Japan.

PAN ASIA – PRINCE SPORTS Advising on the restructuring of Prince Sports Inc. and its related Asian subsidiaries across China, Hong Kong and Taiwan.

PAN ASIA – SOLAR ENERTECH CORP Advising on the restructuring of Solar Enertech Corp, a US headquartered solar product manufacturer with Asian operations in Hong Kong and Shanghai. We were appointed, in conjunction with FTI Consulting, to restructure both the parent company and its subsidiaries.

CHINA – FEDERAL DEPOSIT INSURANCE CORPORATION Advising Federal Deposit Insurance Corporation on the global restructuring of United Commercial Bank.

AUSTRALIA – ASHINGTON GROUP Advising a secured creditor and the appointed receiver of various

companies in the troubled fund manager and property developer, Ashington Group.

HONG KONG – CSA ABSOLUTE RETURN FUND Advising PricewaterhouseCoopers as liquidators of the CSA Absolute Return Fund.

SINGAPORE – TRANSFIELD ER CAPE Advising on the liquidation of Transfield ER Cape which involved proceedings in the British Virgin Islands, parallel proceedings in Singapore and recognition proceedings in both the UK and New York.

THAILAND – GLOBAL FMCG COMPANY Advising a global FMCG company on restructuring its business operations in Thailand which included mergers and acquisitions, share and asset transfers, employment, tax and internal transfer pricing issues.

AUSTRALIA – FOREST ENTERPRISE AUSTRALIA Advising the administrators of Forest Enterprise Australia Ltd and its subsidiary, FEA Plantations, which is the responsible entity of 18 managed investment schemes in the forestry sector.

ASIA PACIFIC

In terms of insolvency,

DLA Piper Australia is a

‘superior operator in the

market’.

Legal 500


We are the only international law firm with a full-time dedicated restructuring team based in the Middle East. Our Middle East Restructuring Group combines a full understanding of the local regulatory framework with many years of international experience in insolvency, corporate recovery, restructuring and workouts.

The size and unsurpassed experience of our team, both locally and internationally, enables us to provide a seamless, cross-border service with locally qualified lawyers to advise on all aspects of restructuring, insolvency and recovery.

Our work ranges from reorganisation and reconstruction, distressed corporate finance, debt restructuring, and refinancing to formal insolvency procedures.

We have considerable experience of advising financial institutions, businesses and other key stakeholders on all aspects of restructuring and turnaround.

Working closely with our dedicated local finance, corporate and litigation teams we provide an unrivalled full service offering for clients across the Middle East.

OUR SERVICES

■ Insolvency

■ Refinancing and fundraising

■ Restructuring and reorganisation strategy

■ Security enhancement and prioritisation

■ Mergers and acquisitions

■ Disposals

■ Debt recovery options

■ International asset tracing and recovery

■ Restructuring and insolvency-related investigative work and litigation

EXAMPLES OF OUR WORK DUBAI – COMPANY SHAREHOLDER Acting on behalf of the shareholder of an insolvent Dubai registered company in relation to the preservation of assets of the company across the United Arab Emirates. ABU DHABI – MAJOR DEVELOPER Advising a leading Abu Dhabi developer in relation to its existing development in Abu Dhabi, including drafting deeds of variation, termination notices, and negotiating with purchasers/investors in relation to revised contractual terms, in particular varying the payment terms and also with the scheme delivery provisions. DUBAI – MAJOR DEVELOPER Advising a major Dubai developer on its contractual arrangements in respect of a number of its projects, including: advising on the impact of recent legislative changes in Dubai; documenting variations to the existing purchase terms; and advising on the impact of proceedings brought in the real estate court in relation to termination of existing contracts.

KUWAIT FINANCE HOUSE Advising on the restructuring of all direct investments of Kuwait Finance House, one of the world’s largest Islamic banks. This multijurisdictional instruction has involved advising on local litigation, cross-border arbitration, restructuring agreements, debt refinancing as well as employment and corporate governance issues.

DUBAI – LEADING DEVELOPER Advising a leading Dubai developer on a large-scale mixed-use development scheme and the impacts of delays to the project on the interface with existing financing arrangements.

KUWAIT – A’AYAN LEASING AND INVESTMENT COMPANY KSCC Acting in relation to numerous restructuring assignments. This matter involves a number of innovative restructuring techniques which were tailored to work in a Kuwaiti legal and regulatory context, including making use of the new financial stability law in Kuwait (Decree No. 2 of 2009). DUBAI – OIL AND GAS INDUSTRY CONTRACTOR Providing advice in relation to potential bankruptcy and other issues concerning a UAE-based contractor in the oil and gas industry. QATAR – MAJOR PRIVATE COMPANY GROUP Advising the Steering Committee of the largest private group of companies in Qatar in relation debt restructuring. This involved creating a structure akin to a debt for equity swap which was the first of its kind in the Middle East.

MIDDLE EAST

“With its global network and

strong resources the firm is

well placed to advise on cross-

border workouts.

Legal 500

“

“


Building strong and substantial client relationships was and remains the compass for DLA Piper’s business strategy and future development. Today, we have 4,200 lawyers located in more than 30 countries throughout the Americas, Asia Pacific, Europe, and the Middle East.

With a direct presence in 31 countries, we represent more clients in a broader range of geographies and practice areas than any other law firm in the world. In jurisdictions where we do not have our own offices, we have relationships with DLA Piper Group Firms, Focus Firms and Preferred Firms.

Our client commitment is also our brand – everything matters when it comes to the way we serve and interact with our clients. If it matters to them, it matters to us.

OUR CLIENTS Our clients range from multinational, Global 1000 and Fortune 500 enterprises to emerging companies developing industry-leading technologies. They include more than half of the Fortune 250 and nearly half of the FTSE 350 or their subsidiaries.

OUR GLOBAL SERVICES

Our core practice areas include:

■ Corporate

■ Employment, Pensions and Benefits

■ Finance

■ Franchise and Distribution

■ Intellectual Property and Technology

■ Litigation and Arbitration

■ Real Estate

■ Regulatory and Government Affairs

■ Restructuring

■ Tax

CORPORATE RESPONSIBILITY

In 2012, DLA Piper donated 186,400 hours of pro bono work globally, making DLA Piper one of the largest providers of pro bono legal services in the world. Our pro bono program is consistently ranked among the best by The American Lawyer, and we were the first law firm to be listed in The Sunday Times “Top 100 Companies that Count” for our ranking in Business in the Community’s Corporate Responsibility Index

We are committed to sustainability and were the first in the legal field to achieve ISO 14001 certification across all the continents in which we operate, and the only law firm maintaining compliance as of 2012, committing us to standards that significantly reduce our impact on the environment.

DLA PIPER AT A GLANCE

We are a complex

international business so I need

the best advice I can get across

the globe, but not at any cost.

DLA Piper has put in place

sophisticated systems to allow

me transparency and the ability

to control costs and deliver

value to my board

Corporate Counsel, International Client

“


MinneapolisNew YorkNorthern VirginiaPhiladelphiaPhoenixRaleighSacramentoSan DiegoSan FranciscoSão PauloSeattleSilicon ValleyTampaWashington, DCWilmington

LiverpoolLondonMadridManchesterMilanMoscowMunichOsloParisPragueRomeSarajevoShef�eldSt. PetersburgStockholmTbilisiViennaWarsawZagreb

AlbanyAtlantaAtlantic City AustinBaltimoreBostonCaracasChicagoDallasFlorham ParkHoustonLa Jolla Los AngelesMexico CityMiami

AMERICASAFRICA

DLA Piper

AucklandBangkokBeijingBrisbaneCanberraHong KongJakartaMelbournePerthSeoulShanghaiSingaporeSydneyTokyoUlaanbaatarWellington

ASIA PACIFICAmsterdamAnkaraAntwerpBerlinBirminghamBratislavaBrusselsBucharestBudapestCologneCopenhagenDublinEdinburghFrankfurtHamburgIstanbulKyivLeedsLisbon

Addis AbabaAccraBujumburaCairoCape TownDar es SalaamJohannesburgGaboroneKampalaKigaliLusakaMwanzaNairobiPort LouisWindhoek

EUROPEAbu DhabiDohaDubaiKuwait CityManamaMuscatRiyadh

MIDDLE EAST

Relationship Firms

GLOBAL REACH LOCAL EXPERIENCE

For more information about our Global Restructuring Group, its work and how we can assist you, please visit www.dlapiper.com or contact:

Gregg Galardi Partner, New York

T +1 212 335 4640

[email protected]

Stephen Halladay Partner, London

T +44 (0)20 7796 6672

[email protected]

FOR FURTHER INFORMATION

DLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at www.dlapiper.com

Copyright © 2013 DLA Piper. All rights reserved. | OCT13 | 003OO_A4

www.dlapiper.com

restructuring - dla piper/media/files/insights/publications/2013... · swap and pension...

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