Faegre Drinker Biddle & Reath

Acts for the former administrators of UK storage group Rhino and the current administrators of collapsed trade financing group Greensill

History of the practice

Faegre Drinker Biddle & Reath was established in February 2020 with the merger of Midwestern firm Faegre Baker Daniels and Philadelphia-based Drinker Biddle Reath – immediately positioning the new firm as one of the top 50 in the US in terms of size and projected gross revenue.

Four months after the merger, it hired Sidley Austin’s former global head of restructuring James Conlan in Chicago and its former European restructuring head Patrick Corr in London, who between them established and led Faegre Drinker’s cross-border restructuring practice.

Since then, Conlan moved on in March 2022 to mass-tort solutions firm Legacy Liability Solutions. But in the interim, Faegre Drinker made a series of other important hires in the US and London, notably picking up Robins Kaplan’s Los Angeles-based restructuring chair Scott Gautier in February 2021 and former Stephenson Harwood restructuring head Sue Moore in London in May 2021, significantly bolstering the firm’s cross-border offering.

The former leaders of the legacy firms’ respective restructuring offerings, James Millar and Michael Pompeo, operate as the co-leaders of Faegre Drinker’s corporate restructuring practice. Another name to know is Philadelphia partner Andrew Kassner, who is listed as a global leader in the field by Who’s Who Legal, alongside Corr and Millar.

Between them, the lawyers in the new restructuring group have worked on some of the cross-border world’s landmark cases over the past couple of decades. Corr (and Conlan) were counsel to vehicle product manufacturer Federal-Mogul in 2002, in the first restructuring that saw Chapter 11 proceedings filed in the US with a complementary administration process in England. Moore also acted for the administrators in that case.

Network

The firm has full-time restructuring and insolvency lawyers stationed in 10 offices in the US – including New York, Chicago, Delaware and Dallas – as well as in London.

The wider firm has several other offices in the US and one in Shanghai. It is also a member of the Lex Mundi and World Law Group networks, giving it access to firms in other jurisdictions.

Who uses it?

When Corr and Conlan joined, they brought with them a strong company-side practice, with past clients including Federal-Mogul, US-registered car rental company BRAC Rent-A-Car and Bermuda’s transport and container leasing company Sea Containers.

The firm also acts for court-appointed insolvency practitioners and creditors, including hedge funds, private equity funds, committees, banks and other lenders.

Clients include Bank of America, UMB Bank, Latin America-focused investor Moneda Asset Management and several advisory firms such as EY, Deloitte, Duff & Phelps and Alvarez & Marsal.

Historic track record

As well as the Federal-Mogul case, Corr and Conlan together worked on a series of other “firsts” down the years.

They advised US rental company BRAC Rent-A-Car in 2003, which used Chapter 11 proceedings and an administration in England – and became the first non-European company with its centre of main interests in the UK to be subject to the provisions of the European Insolvency Regulation (EIR).

Three years later the pair acted for Bermuda-registered Sea Containers in a cross-border restructuring that introduced the concept of “light touch” provisional liquidation for the first time – a concept that has since been adopted by other jurisdictions including the Cayman Islands, the British Virgin Islands and Hong Kong.

More recently, the duo represented the Cayman provisional liquidators of solar manufacturer LDK Solar in 2015, in a restructuring that saw inter-conditional schemes play out in the Cayman Islands and Hong Kong, with Chapter 15 recognition in the US. The case marked the first judicially approved multijurisdictional restructuring of a China-based company’s offshore debts.

In another precedent-setting case in Asia the following year, Moore acted for Hong Kong-listed coal trader Winsway Enterprises on the US$310 million restructuring of its New York law-governed bonds via schemes of arrangement in Hong Kong and the BVI – again with Chapter 15 recognition in the US. It was the first time a Hong Kong court sanctioned a restructuring for debt governed exclusively by foreign law.

On the lender side, Corr and Conlan provided counsel to Bank of America in dairy company Parmalat’s extraordinary administration in Italy and liquidation in Ireland, which, following conflicting decisions in the Irish and Italian courts, saw the case of its subsidiary Eurofood become the leading authority for the interpretation of the EIR.

Over the past couple of decades, the firm’s lawyers have worked on some other huge cross-border cases involving China Fishery, Lehman Brothers, Ocean Rig, Arcapita, Abraaj and Baha Mar.

Recent events

As well as Conlan’s departure in March 2022, and Gautier and Moore joining its Los Angeles and London offices respectively, in January 2021, the firm promoted Wayne Beck and Buvini Kularatne in London and Ian Bambrick and Mike Gustafson in the US to partners. It also hired Foley & Lardner partner Richard Bernard in New York in February 2021.

Top cases of the research period

A team led by Corr, Beck and Kularatne continued advising Bank of America as one of the syndicate of lenders to shopping centre owner Intu Group under a revolving credit facility (RCF) throughout 2021. The team was central to negotiations over a £1.3 billion (US$1.76 billion) equity injection and debt refinancing in early 2020, which was ultimately withdrawn following coronavirus-induced stock market disruptions, and continued to advise when Intu entered administration in England in June 2020 with about £4.5 billion (US$6.1 billion) in debt. Twelve months later, the administrators won permission to make distributions to unsecured creditors and to extend the administration for two years, in the hope that assets in Spain, India and the UK may become more advantageous.

Bambrick, Delaware partner Patrick Jackson and Indianapolis partner Jay Jaffe are currently advising subsidiaries of Regus and Swiss-headquartered office space provider International Workplace Group as debtors in Chapter 11 proceedings in Delaware. The group sought protection in August 2020 during the covid-19 pandemic, stating most of its debts were owed to landlords and group affiliates. Its Canadian arms filed recognition proceedings in Ontario later that month, after fears the Chapter 11 filings may have led to technical defaults on several of their Canadian leases – and later sought separate protection under the Companies’ Creditors Arrangement Act. The matter is ongoing.

New York partner Laura Appleby acted for UMB Bank in the restructuring of three affiliates of Brazilian sugar and alcohol producer USJ Group. The three companies – Açúcar e Álcool, and sugarcane producers Companhia Agricola São Jerônimo and Agro Pecuaria Campo Alto – went through a Brazilian judicial restructuring (RJ) plan that restructures US$425 million of their outstanding debt, most of which comes from three note issuances denoted in US dollars and governed by New York law. The plan was recognised in the US in 2022.

The firm also advised Teneo senior managing directors Clare Boardman and Matt Smith on misfeasance claims arising out of work carried as administrators of UK storage group Rhino when they were at Deloitte some years previously. The Faegre Drinker team helped defeat the claims after persuading the English High Court in September 2021 that the pair had been released from liability as third parties under a 2015 settlement agreement between the storage group and Barclays Bank. In June 2022, the firm successfully fended off the misfeasance claims a second time before the English Court of Appeal.

Moore and Corr are acting for Grant Thornton as UK administrators of trade financing group Greensill. The Greensill group collapsed in March 2021 following the expiry of a multibillion-dollar insurance contract, amid concerns over the size of Greensill’s exposure. The administrators subsequently sought insolvency proceedings around the world in 2021, including in the UK, Australia, Germany, the US and Singapore.

Moore continued her representation of the BVI liquidators of luxury hotel holding company Peak Hotels & Resorts in English litigation, which she initially took on while at Stephenson Harwood in 2016, helping them win UK recognition of their appointments.

Client references

A client who wished to remain anonymous but received advice from the firm regarding New York law-governed bonds, says it has provided “thoughtful, strategic and practical advice” to the bondholder group throughout the process. “I view them as a highly trusted adviser and a key extension of our in-house legal department,” the client says. “I would definitely recommend this team to other similarly situated clients.”

Another client highlighted Corr, saying he is a “very experienced restructuring lawyer, unfazed by ambiguity or complexity, always willing to share views to develop the conversation”.