Advised on the landmark restructurings of Chinese coffee chain Luckin and Saudi conglomerate AHAB
|Global heads of restructuring and insolvency:||Craig Martin, Chris Parker, Dietmar Schulz|
|Partners in restructuring team:||110|
|Restructuring lawyers in Who’s Who Legal:||7|
History of the practice
While it can trace its history back to 1780, DLA Piper has only existed in its current form since 2005, following the merger of London’s DLA with US firms Piper Rudnick and Gray Cary Ware & Freidenrich, which resulted in DLA Piper Rudnick Gray Cary. A rebrand in 2006 led to the firm’s current moniker.
Following the merger, DLA Piper made restructuring one of its eight core practice groups, and today the firm employs more than 200 lawyers who support its restructuring group, nearly all of whom have cross-border experience. This focus was strengthened following recent tie-ups with firms in the Nordic region, where DLA Piper is now the largest international firm. In October 2017, the firm also completed a merger with Los Angeles-based restructuring boutique Liner.
For a while, long-serving partner Richard Chesley in Chicago was global co-chair of DLA’s restructuring practice with London partner Michael Fiddy, who headed the group in Europe, Asia, Africa and the Middle East. But Fiddy left in early 2019 for Mayer Brown, alongside partner Amy Jacks. Chesley also later stepped down from his co-chair role to become co-US managing partner of the firm. His New York-based successor Tom Califano stepped into co-chair the restructuring practice until he departed in April 2021 for Sidley Austin. The global restructuring group is now led by Delaware partner Craig Martin, London partner Chris Parker and Dietmar Schulz in Frankfurt.
Other names to know include UK restructuring head Rob Russell, US restructuring chair Rachel Ehrlich Albanese and Finnish head of restructuring Nina Aganimov.
Though its largest team is based in London. DLA Piper has dedicated, full-time restructuring and insolvency lawyers in 70 locations globally – from Accra to Wellington. Other locations include New York, Nairobi, Oslo, Buenos Aires, Madrid and Hong Kong.
Who uses it?
All of the Big Four accountancy firms have retained DLA in the past, as have Alvarez & Marsal and BDO. The firm also regularly advises investment firms, asset management companies and banks such as KKR Asset Management, UniCredit and Ireland’s National Asset Management Agency.
DLA represented Lehman Brothers on the “Waterfall” proceedings arising from the distribution of the collapsed financial firm’s estate in Europe. Since the global financial crisis, DLA has provided bank resolution advice and dealt with distressed credit institutions within the EU and beyond.
DLA regularly works on retail insolvencies too, acting on headline-grabbing cases for former high street staple Woolworths and for UK department store BHS, where it sold the benefit of franchise agreements in various countries and the company’s intellectual property. In the US, it has represented Authentic Brands Group as buyer or stalking horse bidder in at least seven US bankruptcies.
Other past clients include healthcare companies or organisations such as the UK’s Care Quality Commission and Veritas Holdings in the US, and the UK’s Official Receiver, which hired DLA for advice on directors’ duties in the Carillion liquidation.
Historic track record
DLA Piper provided US counsel to the Canadian creditors’ committee (CCC) in the multi-jurisdictional bankruptcy of Canadian telecoms group Nortel, representing the creditors in a years-long dispute over how to allocate US$7.3 million in liquidation proceeds between different Nortel entities. A joint trial between Toronto and New York bankruptcy courts led to complementary judgments in 2015 that adopted the CCC’s pro rata allocation proposals. Those judgments were not the end of the matter, but they did pave the way to a global settlement the following year that was ultimately approved by courts in both jurisdictions and the UK.
In the Lehman Waterfall I proceedings, a team from DLA successfully argued before the UK Supreme Court in 2016 that if Lehman’s main European trading arm LBIE entered administration immediately followed by liquidation, any interest accrued during the administration period that had not been paid before the liquidation would not be provable as debt under UK law.
In another European case, the firm acted for KKR in the €360 million multi-jurisdictional debt and capital restructuring of professional services company URSA, which is owned by Spain’s Uralita. The company was restructured through the conversion of its mezzanine debt into equity, resulting in the mezzanine lenders (led by KKR) acquiring 90% of URSA’s business in May 2015.
A 200-strong DLA team also worked on the largest distressed real estate deal in Europe in 2015: the disposal of a 1,000-strong portfolio of commercial real estate loans by insurer Aviva to Lone Star for £2.25 billion (US$2.75 billion).
Teams from Spain, the UK and US assisted multinational conglomerate Abengoa on its pre-insolvency standstill in Spain and in subsequent Chapter 15 and related Chapter 11 proceedings. Martin persuaded a Delaware judge to recognise the Spanish homologation proceedings in 2016 – the first time that Spanish pre-insolvency proceedings were recognised under Chapter 15 – against objections from surety bondholders. Abengoa later also used DLA to help it sell a combined cycle power plant in Mexico.
More recently, DLA acted for the steering committee of bondholders in the Paris-New York restructuring of French geosciences firm CGG. The US$2 billion debt-to-equity process – believed to be the biggest ever equitisation of a French company – closed in early 2018 following the first successfully coordinated French safeguard, Chapter 15 and 11 proceedings. The group had secured debt and bonds spread between France, the UK, US and Norway.
In what was a busy year for recruitment, 2021 saw DLA Piper add partners Dennis O’Donnell from Milbank in New York, Ben Winger from Kirkland & Ellis in Chicago and Gavin Smith from Walkers in Ireland and the former head of Freshfields Bruckhaus Deringer’s finance group David Trott in London. In May 2022, it recruited in New York again, hiring partner Oksana Lashko from Brown Rudnick. Peter Manley was also promoted to the partnership in London.
But as well as Califano departing, the firm also saw partner Daniel Simon leave for McDermott Will & Emery in Atlanta in March 2021, and partner Melainie Mansfield leave for Willkie Farr & Gallagher in Chicago in June 2021. Former Asia practice leader Mark Fairbairn retired in December 2021, and the firm also lost counsel Oliver Otto to US firm Rimon’s new German arm Rimon Falkenfort in Frankfurt.
Top cases of the research period
Parker and former global restructuring co-chair Peter Somekh have been advising Alvarez & Marsal as joint administrators of the Middle Eastern healthcare group NMC Health, which entered administration in the UK in April 2020 and in Abu Dhabi’s financial free zone (ADGM) five months later following accusations of fraudulent accounting. Martin also acted for NMC’s foreign representatives in a Chapter 15 action in Delaware, where the English administration was recognised in June 2020. Courts in the Dubai International Financial Centre free zone also recognised the ADGM administrators in November 2020, stalling six proceedings against NMC, while onshore courts in the UAE blocked eight proceedings on the basis of the ADGM administration order. NMC completed its US$7.6 billion restructuring through 35 parallel deeds of company arrangement (DOCAs) in the ADGM in March 2022, which transferred 34 of its operating subsidiaries to a new parent owned by creditors, after which they exited administration and continued to trade with a new US$200 million term loan facility. Two group companies have in administration to pursue litigation on behalf of all the DOCA companies, any proceeds from which will be distributed to creditors in accordance with the DOCA terms.
Also in the Middle East, partners James Iremonger and Paul Latto advised a creditors’ coordinating committee in the landmark restructuring of Saudi conglomerate Ahmad Hamad Al Gosaibi Brothers & Company (AHAB). The committee was established by a Saudi court in 2021, which later approved a historic US$7.5 billion settlement reached between AHAB and its creditors following 12 years of legal disputes around the world. The successful resolution process amounted to one of the first times Saudi Arabia’s bankruptcy law had been used since it was enacted in 2018.
DLA also acted as counsel to Rolls-Royce and other bank and airline services creditors in Thai Airways’s restructuring. A court in Bangkok approved the airline’s rehabilitation plan in June 2021, after accepting amendments made by its rehabilitation planners and two Thai lenders and waving away objections from a former employee. Thai Airways secured recognition of its bankruptcy in multiple jurisdictions, including Switzerland, Singapore, Australia, Germany, Japan and the UK. Subsequently, in October 2022, the Thai court approved amendments to the restructuring plan, which the airline sought as it no longer needed to borrow up to 50 billion baht (US$1.3 billion) because the international travel situation improved after covid-19 restrictions eased.
In a long-running engagement, the firm has been representing creditors in the restructuring of the China Fishery Group, including club lenders Rabobank, Standard Chartered and DBS, and investment funds that acquired bank debt on the secondary market – including hedge fund Monarch Alternative Capital. China Fishery’s restructuring revolves around its Peruvian anchovy group, which is its most valuable asset: but the group’s Chapter 11 trustee struggled to sell the asset. In March 2021, Monarch and Burlington Loan Management proposed a Chapter 11 plan that would see them take over the Peruvian business in a debt-for-equity swap and roll up intercompany debts in exchange for a US$25 million payment to China Fishery’s controlling family. The Chapter 11 trustee eventually got behind the plan, which was approved by a New York court in June 2021. As part of a wider group restructuring, China Fishery also secured an English restructuring plan in September 2022 for its Peruvian arm CFG Investment and a New York court approved Chapter 11 plans for Cayman and Bermudian subsidiaries in February 2022.
In a landmark restructuring playing out in the Cayman Islands and New York, a cross-border team in the US and Hong Kong advised Alvarez & Marsal as the Cayman provisional liquidators of Chinese coffee chain Luckin Coffee. The DLA team, including Martin and Hong Kong partner Carolyn Dong, helped the provisional liquidators obtain recognition of their powers in the US and Hong Kong, where Luckin had been facing creditor litigation on the back of a revelation that its 2019 sales figures were inflated. Its Cayman Islands scheme of arrangement restructured US$460 million worth of senior notes and was approved in December 2021 and recognised under Chapter 15 in New York a few days later.
In another Chinese restructuring, DLA has been advising an independent committee set up by distressed Chinese real estate giant Evergrande, which has been struggling under a US$300 billion debt pile. Evergrande revealed in March 2022 that lender banks to one of its subsidiaries had enforced about US$2.1 billion worth of security deposits for third party pledge guarantees in what it described as a “major incident”. The company hired DLA Piper to advise an independent committee formed to assess the implications of the cash seizure. Evergrande, the poster child of China’s real estate crisis, has been trying to negotiate a restructuring with offshore creditors since it missed payments on its foreign bonds in September 2021.
Back in the UK, partner David Ampaw worked for GLAS as the security agent of new super senior loans granted to Smile Telecoms as part of a restructuring plan sanctioned in March 2021. Smile, which provides telecoms services in Africa, shifted its centre of main interests from Mauritius to the UK to carry out the plan. The telecoms company secured a landmark sanction of a second restructuring plan in March 2022, after the English High Court found it had jurisdiction to alter the constitution and share capital of the company without the need for a parallel plan in its place of incorporation.
Dutch multinational bank ING Bank’s Robert van den Bosch, who has worked with DLA on several restructuring cases, says the firm is “absolutely outstanding in every possible way”.
He highlights Amsterdam-based partner Ewald Netten and associate Simone Zwartenkot, who he says are “extremely good” and “responsive”, and deliver “outstanding quality and work”.
Another bank client tells GRR the firm’s lawyers have an “excellent understanding” of the different legal requirements of different jurisdictions.
The DLA team is “prompt, patient and responsive,” the client says, singling out London partner Tim Dawson and Edinburgh-based legal director Sarah Letson as “technically excellent” and “approachable throughout”.
The DLA Piper Global Restructuring Group is one of the largest in the world, with 200 lawyers across the Americas, Asia Pacific, Africa, Europe and the Middle East. Our business is present in more than 40 countries and over 90 global offices, ready to support our clients in whichever markets they do business. We have the knowledge, experience and resources to address our clients’ restructuring and insolvency needs on a national and international basis.
We recognize that every client relationship is unique and that every engagement presents unique challenges. With our extensive industry and subject matter knowledge, coupled with our global reach, we partner strategically with each client to tailor the resolution best suited for these challenges. We are known for bringing creative and innovative solutions to restructuring situations thus maximizing value for all stakeholders. We are especially adept at moving even the most complex cases to a successful outcome on an expedited basis.
Together with our clients, we identify the appropriate goals and solve for the issues and competing interests which may act as obstacles to achieving these goals.
Our global team:
- Provides cross-border and domestic advice on the largest national and international restructurings and insolvencies.
- Represents distressed public and private companies, boards, lenders, investors, bondholders, and creditors with respect to in-court and out-of-court restructurings, including exchange offers, pre-packaged, pre-negotiated, and traditional chapter 11 and chapter 15 bankruptcy cases.
- Draws upon the breadth of DLA Piper’s practice groups to provide in-depth industry advice in the transportation, energy, financial services, health care, hospitality and leisure, manufacturing, sports and media, retail, real estate, and technology sectors in all jurisdictions.
- Advises clients on financial restructurings, contentious restructurings, formal insolvencies, debt advisory and corporate restructurings, distressed real estate, bank resolution, asset based lending, special situations, portfolio solutions and debt trading.
Our team of restructuring lawyers have significant experience advising clients on investigation, enforcement, litigation and asset recovery on a multijurisdictional basis and have experience advising clients 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, serving a diverse client base that includes debtors, lenders, government entities, trustees, shareholders, senior executives, as well as distressed debt and asset buyers and investors. We deploy the talents of our lawyers across all sectors and practice areas to add value and meet our clients’ needs. Our experience also extends to contentious issues arising from these. We have significant experience of advising clients on investigation, enforcement, litigation and asset recovery on a multi-jurisdictional basis.