Mayer Brown

Led a team advising an ad hoc group of banks in the US$3.5 billion restructuring of Malaysia-controlled cruise operator Genting Hong Kong

History of the practice

With over 50 lawyers stationed in the UK, France, Germany, the US, Brazil and across Asia, working alongside the firm’s other practice teams, Mayer Brown can handle bigger matters than the size of its staff would normally allow.

The firm boasts one of the oldest bankruptcy practices in the US, which has advised parties in situations of financial trouble for more than a century.

Its Asia practice – established 25 years ago and now led by 20-year veteran partner John Marsden – is one of the most respected in the region and has acted on many seminal cases, such as the liquidations of nine of Lehman Brothers’ Asian entities and the multi-jurisdictional restructuring of industrial fishing group Pacific Andes. In the early 1990s, the firm also represented the special managers of the Hong Kong branch of BCCI in one of the first major cross-border global bankruptcies.

The London team has handled some equally big instructions, including as lead counsel before the UK Supreme Court in the joint cases of New Cap Re v Grant and Rubin v Eurofinance, which dealt with whether a foreign court’s judgment adjusting or setting aside prior transactions or preferences can be enforced in England.

The firm’s presence in Brazil dates back to 2014, when it established an association with local firm Tauil & Chequer. Under senior partner Leonardo Morato, Tauil & Chequer has acted in nearly all major bankruptcy cases in Brazil in recent years, including those of telecoms group Oi, construction company OAS and oil company OGX.

Together with Marsden, New York partner Brian Trust, London partner Michael Fiddy and Chicago partner Adam Paul co-head the global restructuring, bankruptcy and insolvency practice. Paul moved over from Kirkland & Ellis in August 2019.

The firm made big efforts to expand its global offering in 2022, entering a joint law venture with PK Wong & Nair in Singapore as well as a collaboration with French boutique Santoni & Associés.

Other names to know include partner Amy Jacks in London, who moved to Mayer Brown from DLA Piper with Fiddy in March 2019 and now co-chairs the London restructuring group with fellow London partner Devi Shah. Paris-based partner Patrick Teboul heads the firm’s French restructuring group, while Marco Wilhelm in Frankfurt is leader of its German restructuring practice.

Network

The firm has the highest number of restructuring and insolvency partners stationed in London and New York, with more in Frankfurt, Hong Kong and São Paulo. It also has partners in Ho Chi Minh City, Houston, Paris, Singapore, Washington, DC and Chicago.

Who uses it?

Each regional practice at Mayer Brown has its own distinct characteristics.

In addition to the Lehman Brothers and Pacific Andes cases, Mayer Brown’s Asia team had roles in the bankruptcies of Chinese property developer Kaisa and electronics group Z-Obee, acting for the largest bilateral financial creditors and the petitioning creditor respectively.

The firm’s UK team, meanwhile, has a reputation for acting on large energy and resources restructurings taking place in Africa, the US and Brazil. ATP Oil & Gas and EY (as company voluntary arrangement supervisors of Alpha Petroleum) have both been clients of the London team. It is also known for advising on retail and pensions restructurings, including those of department store BHS and shoe retailer Brantano; and it assisted the pension scheme trustees of oil and gas company BG Group and Woolworths.

In Germany, the recent addition of partners with private equity and real estate experience has strengthened the firm’s focus on banks and private equity investors.

In the US, the firm focuses on creditors’ rights, particularly for institutional debtors. It also acts for distressed investors in acquisitions. PNC Bank and PNC Capital Markets are repeat clients, having reached out to Mayer Brown to represent them as administrators and letter of credit issuers under certain asset-backed debtor-in-possession and securitisation facilities in the Chapter 11 bankruptcies of Peabody Energy and Arch Resources (formerly Arch Coal).

Bank of New York Mellon is also a repeat client and used Mayer Brown while acting as trustee of notes issued by Brazil’s Oi group in its judicial reorganisation process, as well as trustee of notes issued by Chinese solar wafer manufacturer LDK Solar.

The firm has also represented Deloitte as bankruptcy trustees in Brazilian judicial reorganisation proceedings more than once.

Other big clients include advisory firms Alvarez & Marsal, KPMG, AlixPartners and FTI Consulting; and banks and financial institutions JPMorgan Chase, Commerzbank, Wells Fargo and Deutsche Bank.

Historic track record

Acting for Malaysia’s Maybank, a primary bank creditor of the Pacific Andes group, a team from the firm persuaded a Singapore court that moratoriums under section 210 of Singapore’s old Companies Act were not available to debtors incorporated outside Singapore. The decision put a spotlight on the legislation, which has since been reformed.

Another success saw Mayer Brown work for Australia and New Zealand Banking Group, the petitioning creditor in Z-Obee’s bankruptcy. Provisional liquidators were initially appointed in Hong Kong, but after realising that a restructuring would be more favourable, Z-Obee opted to transfer the case to Bermuda to circumvent Hong Kong’s Legend precedent. Hong Kong and Bermuda courts sanctioned the transfer in February 2017 and the Bermudian liquidators were recognised in Hong Kong soon after, effectively bringing Bermuda’s more modern restructuring regime into Hong Kong.

Mayer Brown’s work for the liquidators of the nine Asian Lehman entities required collaboration between teams in Asia, the US, Germany and the UK on claims by and against the investment bank’s Hong Kong estates. The firm played a key role advising the liquidators as chair and counsel to the Lehman estates that were signatories to the Lehman Global Protocol – a multilateral cooperation protocol signed by representatives in seven countries – and helped them to negotiate complex, multibillion-dollar inter-company claims arising from derivatives transactions, failed trades, exchange close-outs and treatment of proprietary interests. The firm also had to address novel contractual rights disputes that came before the courts in Hong Kong and London relating to security interests that were purportedly afforded to entities not party to the governing documentation.

In 2013, Mayer Brown obtained the first Chapter 11-style stay from an English court in the context of a scheme of arrangement, in what was also the first-ever scheme for a Vietnamese company, Vinashin. The shipbuilder used the English scheme to exchange a US dollar-syndicated loan with fixed-rate guaranteed notes issued by the Vietnam Debt and Asset Trading Corporation that were listed on the Singapore stock exchange.

The firm was also the advocate for the majority members of the International Swaps and Derivatives Association’s (ISDA) EMEA Credit Derivatives Determinations Committee, in the first-ever use of an external review process to test whether a “governmental intervention credit event” had occurred in respect to credit derivatives of Portuguese bank Novobanco. Mayer Brown and their clients successfully argued that it had not, in a ruling that set a precedent for the interpretation of ISDA master agreements and the external review process.

Acting for the liquidators of New Cap Reinsurance in the joint New Cap Re v Grant and Rubin v Eurofinance cases, Mayer Brown convinced the UK Supreme Court to enforce an Australian preference judgment on the grounds that the lending syndicate had submitted to the Australian courts’ jurisdiction.

A Mayer Brown team also helped affiliates of HSBC to recover outstanding loans from Brazilian meatpacking company JBS within four months of being instructed. The bank was keen to avoid getting involved in a Brazilian restructuring process after JBS’s parent company was fined US$3.2 billion in a plea deal over a corruption scandal in 2017 that reached the top of Brazilian politics and saw an indictment against the country’s president. It previously acted for the bank on the restructuring of loans to OAS Group, which was linked to the Lava Jato corruption scandal.

In 2018, Marsden and fellow senior partner Terence Tung advised the joint liquidators of BVI media company Supreme Tycoon in a precedent-setting case in which a Hong Kong court recognised their appointment in a voluntary winding up, rejecting the 2014 Privy Council decision in Singularis that common law assistance is only available for foreign involuntary winding ups. The Hong Kong Court of First Instance granted a recognition order in February 2018.

Recent events

The firm hired New York partner Lucy Kweskin from Proskauer Rose in March 2021, along with Foley & Lardner trio Doug Spelfogel and Leah Eisenberg in New York and Derek Wright in Chicago in June 2021. The firm, however, lost Bangkok partner Maythawee Sarathai to Hunton Andrews Kurth in January 2021.

In 2022, the firm continued to hire – adding counsel Ben McCosker from Campbells in Hong Kong and TozziniFreire partner Liv Machado to associated firm Tauil & Chequer in Brazil in July.

Top cases of the research period

The firm’s New York restructuring group represented BNP Paribas as facility agent and lender in the multi-jurisdictional restructuring of Colombian-Panamanian airline Avianca, one of the oldest airlines in the world. It sought Chapter 11 protection in New York during the covid-19 pandemic, after which Mayer Brown helped BNP Paribas recover aircraft and preserve the value of the lender’s pledged collateral. The airline’s Chapter 11 plan was approved in November 2021, eliminating about US$3 billion of debt.

A US team led by Paul and partner Tyler Ferguson in Chicago and now-retired partner Charles Kelley in Houston advised international drilling contractors Northern Ocean and Northern Drilling in the Chapter 11 restructuring of global offshore drilling service provider Seadrill, which secured confirmation of a Chapter 11 plan in Texas in October 2021 to equitise about US$4.9 billion of secured bank debt. Mayer Brown helped Northern Ocean reach a settlement with the group two months earlier over outstanding balances in relation to two of its rigs.

Fiddy, Jacks, Shah and Sheena Frazer are also part of a Mayer Brown team acting for Alvarez & Marsal as the Guernsey-appointed liquidators of construction company Joannou & Paraskevaides, in a US$2 billion restructuring that has required advice in the UAE, Cyprus, Greece, Guernsey, Qatar, Oman, Jordan, Iraq, Libya and elsewhere.

In Asia, Marsden led a team advising an ad hoc group of banks in the US$3.5 billion restructuring of Malaysia-controlled cruise operator Genting Hong Kong, which closed in July 2021 granting the company access to new financing and slashing its debt pile. After Mayer Brown’s work on the case finished, Genting applied to enter provisional liquidation in Bermuda in January 2022 after a German court prevented it drawing down US$88 million from a backstop facility provided by its insolvent subsidiary, shipbuilder MV WERFTEN.

A steering committee of noteholders including VR Global Partners and Sancta Capital have also recruited the firm. Shah and fellow London partner Barry Cosgrave are advising the committee on the restructuring of US$1.2 billion of notes issued by special financing vehicles under the “EA Partners” brand, securitising loans to Etihad Airways, Air Berlin, Alitalia and Jet Airways, among others. The restructuring efforts are playing out in England, Ireland, New York, the Netherlands, UAE, Serbia, Germany, Seychelles and India.

Client comment

Ned Kleinschmidt at RPA Advisors in New Jersey has worked with Mayer Brown on several large restructurings in the energy industry in recent years and describes the team as “very thorough, attentive to client needs and proactive on all issues”.

“Distinguishing them from their competitors, I find that Mayer Brown does a superior job in leading creative thought processes and explaining complex legal issues to their clients in very understandable terms,” he says. “Mayer Brown also seamlessly integrates a variety of legal disciplines in a very practical manner when needed to accomplish the goals of the situation/clients.”

Kleinschmidt has worked with Trust and fellow New York partners Scott Zemser and Joaquin De Baca in particular. “They are collectively strategic and practical in their approach at legal issues and are always ahead of the curve and exceed expectations of their clients,” he says. “They are a pleasure to work with.”

One bank client tells GRR that the firm is “always available” and provides “clear, commercially minded advice”. They say Cosgrave is particularly impressive and “very good at keeping the bigger picture in mind.”

Another bank client praises Marsden for his “exceptional” financial acumen. “On the legal and even on the non-legal aspects of the restructuring, he was able to flag our blind spots for the clients,” they say.