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Sullivan & Cromwell’s Restructuring and Bankruptcy Group has been involved in a number of the most significant restructuring matters in recent years. We have helped clients of the Firm buy and sell distressed businesses, extend credit with less risk, protect their rights during counterparty bankruptcies, establish best practices for corporate governance in the zone of insolvency, and preserve the value of their businesses while changing capital structures.

While we recognize that there are many firms active in restructuring and bankruptcy matters today, the unique strength of Sullivan & Cromwell is the extent of collaboration among our partnership. Every client of the Restructuring and Bankruptcy Group is a client of the entire Firm, with full access to each of our practice areas globally, including M&A, capital markets, executive compensation, tax, banking, insurance, commercial real estate, derivatives, structured finance, natural resources, antitrust, general litigation and international arbitration. We believe this multi-disciplinary approach has been proven to deliver meaningful incremental value to clients, particularly in restructuring and bankruptcy engagements.

The Restructuring and Bankruptcy Group is as global as the Firm itself, involving lawyers in all of our offices around the world often working as a team on cross-border matters.

Distressed M&A Investments

• Fiat S.p.A. and Chrysler Group LLC (“New Chrysler”) in the Section 363 acquisition of the business of Chrysler LLC;
• Ares Management and Teachers’ Private Capital, as plan sponsors for the acquisition of Simmons Bedding Company;
• Barclays in its acquisition of Lehman Brothers’ North American investment banking and capital markets operations (M&A Deal of the Year, IFLR Americas Awards 2009);
• JPMorgan Chase in its acquisition of Washington Mutual’s banking assets from the FDIC and the related Title 11 bankruptcy and Title 12 receivership proceedings;
• RR Donnelley in its bid to acquire substantially all of the assets of Quebecor World;
• Rhône in its investment in Quiksilver;
• Adelphia Communications in its $17.6 billion sale of substantially all of its assets (the largest M&A transaction ever completed in a Chapter 11 proceeding);
• the independent directors of Bear Stearns in its sale to JPMorgan Chase; and
• Pershing Square in its investment in Borders Group Inc. 

Debt Restructurings and Distressed Company Financings

• Pershing Square and Fairholme Capital Management in their $3.925 billion capital commitment for the stand-alone plan of General Growth Properties;
• The Weinstein Companies in their (pending) financial restructuring;
• CIT Group Inc. and its Board of Directors on its restructuring plan (the largest prepackaged bankruptcy plan in history and Restructuring Deal of the Year, Investment Dealers’ Digest 2009);
• the primary creditors of CIFG in connection with its successful restructuring (Restructuring Deal of the Year, IFLR Americas Awards 2009);
• 20 of the world’s leading financial institutions in their legal challenge to the recent restructuring of MBIA;
• New Chrysler with respect to the bankruptcies and financial restructurings of various suppliers, including Visteon Corporation;
• NXP B.V. in its exchange offer for outstanding high yield notes;
• the mezzanine lenders in the restructuring of Station Casinos;
• the Dubai World directors in the restructuring of the City Center joint venture with MGM Mirage;
• DISH Network Corporation in connection with a proposal to refinance a significant portion of the outstanding debt of Sirius XM Radio Inc.; and
• the arrangers of rescue financing for Ambac.

U.S. Bankruptcy Litigation

• Barclays in the Enron securities class action (widely considered to be the largest and most complex securities class action in history);
• UBS in the largest of the proceedings commenced by Enron to avoid prepetition payments to settle equity forwards and swaps;
• Philips in the bankruptcy of its THAN subsidiaries and the creation of a trust to fund certain asbestos liabilities;
• Mitsui in the bankruptcy of Asarco;
• the secured lenders in the restructuring of NRG Energy; and
• significant creditors in the bankruptcy proceedings for Northwest Airlines and US Airways.

Cross-border and International Insolvency

• a syndicate of five banks as creditors of Gruma, S.A.B. de C.V. in connection with its derivative restructuring (Restructuring Deal of the Year 2009, LatinLawyer);
• Total and StatoilHydro as sponsors in the restructuring of the Sincor/PetroCedeño project (Restructuring Deal of the Year 2008, LatinLawyer);
• AIG in the restructuring of its joint venture operations in Brazil with União de Bancos Brasileiros S.A. (Unibanco);
• the debtors in the restructurings of Sidor, Siderar and Transportadora de Gas del Sur;
• a leading bidder for Northern Rock to avert its eventual nationalization;
• Argentum Motors in its investment to acquire 70 percent of Heuliez’s share capital;
• Goldman Sachs in connection with the refinancing of Eurotunnel;
• the liquidators in bankruptcy proceedings against the former directors of Cider Santé; and
• the international dealer-managers in the $82 billion exchange offer by the Republic of Argentina (the world’s largest debt restructuring).

In addition, Sullivan & Cromwell advises a large number of corporations, directors, board committees and management on best practices related to their fiduciary duties under corporate and securities law during periods of financial distress. We also regularly consult with clients concerning the treatment of derivatives and novel financial instruments in bankruptcy proceedings, receiverships or rehabilitations.