With increased frequency, financial restructurings are being implemented by various forms of M&A transactions. Bingham's lawyers are skilled in executing distressed M&A transactions of all types, whether they take the form of Section 363 asset sales, Chapter 11 plans, acquisitions in connection with cross-border insolvency proceedings or out-of-court transactions. We have counseled clients in many of the most complex and high-profile distressed M&A matters. Our team represents investors, financial institutions, strategic acquirers and sellers in a variety of industry sectors and in all aspects of financially distressed situations.
In addition to our transactional talent, we are adept at guiding our clients through the labyrinth of regulatory issues relevant to a distressed investment transaction, including competition and antitrust regulation, U.S. and international securities laws, taxation issues, employee benefit and ERISA matters and environmental.
Recent Engagements
Advanced Telecom Group, Inc.
Represented CyberGate Nevada LLC in its bid at auction for assets of this voice and data service provider
Bess Eaton
Represented Tim Horton’s, a subsidiary of Wendy's International, Inc., in its $42 million acquisition of the Bess Eaton Donut restaurant chain
Cenargo International Plc
Acted for a special purpose vehicle formed by creditors to purchase the assets of Cenargo International Plc (in administration)
Constellation Concepts
Represented Tavistock Restaurants in its Section 363 acquisition of restaurant assets from this California based restaurant chain
Damovo Group SA
Acted for a special purpose vehicle formed by creditors to purchase the assets of Damovo Group SA (in administration)
Deutsche Bank Securities
Represented Deutsche Bank in connection with its investment in a distressed electrical power generation facility in Latin America
Expanets
Represented Platinum Equity as over-bidder for telecom assets of Expanets, a subsidiary of Northwestern Energy, in a bankruptcy court-approved auction
Freedom Forge
Represented secured lenders in sale of railway car company pursuant to a Chapter 11 reorganization plan
Furr's Supermarkets Inc.
Represented secured lenders in Section 363 sale of supermarket chain in Chapter 11 proceedings
Galv-Pro
Represented purchaser in the Section 363 sale of a steel plant in Chapter 11 proceedings
Globe Metallurgical, Inc.
Represented senior secured noteholders in coordinated Article 9 sale of all the assets of this major ferroalloy manufacturer
Horizon Natural Resources Company Represented Glencore Finance AG and Xstrata PLC as overbidders in the Section 363 sale of the assets of this major producer of bituminous coal
Langston Holding Corporation
Represented the equity holders of this New Jersey-based corporation in the sale of its New Jersey assets and English subsidiary under Section 363
Marathon Asset Management LLC
Represented Marathon in connection with investments in distressed electrical transmission utilities in Latin America
Metal Castings Limited Acted for the purchaser of the business and assets of Metal Castings Limited (in administration)
Mosaic Sales Solutions
Represented secured lenders in the Section 363 sale of this media/marketing company in dual U.S.-Canada Chapter 11 and CCAA proceedings
Power Systems Mfg., LLC (a subsidiary of Calpine Corporation)
Represented United Technologies Corporation as an overbidder in the Section 363 sale of the assets of an industrial gas turbine parts manufacturing business
Refco, LLC
Represented a private-equity bidding group in the Section 363 sale of the regulated futures and commodities trading business of Refco
Republic Engineered Products
Represented lender group as bidders in the Section 363 sale of this leading supplier of special bar quality steel
RSL COM USA
Represented World Change Corporation in its purchase of the assets of RSL COM USA in a Section 363 sale
Secure Systems Group
Represented Cryptek, Inc. in purchasing substantially all of the assets of this manufacturer of military, intelligence, homeland security, public safety and industrial products, in a Section 363 sale
Small World Toys
Represented Rivenrock Capital, successful "stalking horse," in acquisition of assets of Small World Toys in a Section 363 sale
Spaulding Composites
Represented Metapoint Partners in the Section 363 purchase of the distressed assets of this manufacturer and fabricator of engineered composite materials and components
Tech Pak, Inc.
Represented a group of individuals who established a corporation to purchase the assets of Tech Pak, Inc. from General Electric Capital Corporation, Tech Pak's senior secured lender, in a sale under UCC Article 9
Verestar
Represented Comtech Telecommunications as overbidder in the Section 363 sale of this satellite communications provider
Whistler Corporation
Represented Catalyst Partners in the acquisition of a garage door opener business from this manufacturer of automotive, home and business products in Chapter 11 proceedings
Woodstream Corporation
Represented this Friend Skoler portfolio company in the acquisition of the assets of K-Feeders, Inc., in a Rhode Island state receivership, and in the acquisition of the environmentally safe garden product business of Verdant Brands, Inc., in sales under UCC Article 9 and analogous Canadian laws
Resources
View some of our recent summaries of current developments in distressed mergers and acquisitions:
U.S. Court of Appeals for the Sixth Circuit Bolsters Free and Clear Sales Under Section 363 of the Bankruptcy Code (November 2007 Client Alert)
Assumption and Assignment - When is Assurance of Future Performance Adequate? (September 2007 Client Alert)
Granite Broadcasting: "Loan to Own" Alive and Well (August 2007 Client Alert)
Bankruptcy Asset Sales — A Taxing Problem (July 2007 Client Alert)
Bankruptcy Code Section 363 Sale of Stock Does Not Eliminate Claims Against Debtor's Subsidiary (June 2007 Client Alert)