Helped Indonesian real estate group Modernland Realty secure two pre-packaged schemes of arrangement in Singapore
|Global heads of restructuring and insolvency:||Dennis Dunne|
|Partners in restructuring team:||20|
|Restructuring lawyers in Who’s Who Legal:||3|
History of the practice
Milbank has been a fixture on Wall Street since it was founded in New York in the 1860s and has made great strides in recent decades to establish its restructuring and bankruptcy group as a leading practice on the creditor side of insolvency.
It first built its reputation by working for some of New York’s most famous names – including the Rockefeller family and Chase Manhattan Bank – and took the lead on several of the bankruptcies, reorganisations and disputes that arose during the Great Depression. In 1938, the firm was retained by the New York Stock Exchange, which remains a client today.
The firm made a concentrated effort to expand its restructuring and litigation practices in the 1990s and 2000s, working on the creditor side in the bankruptcy proceedings of Enron, WorldCom and Lehman Brothers.
New York is home to restructuring group leader Dennis Dunne, who is a member of the International Insolvency Institute, an invitation-only body of multi-jurisdictional bankruptcy specialists. He has also been named a “global elite thought leader” in the restructuring space by Who’s Who Legal. Until April 2021, Dunne co-led the global financial restructuring group with partner Paul Aronzon, a co-managing partner of Milbank’s Los Angeles office, who left the firm to join the board of directors at offshore drilling contractor Noble Corporation and various other energy-related companies.
Other names to know include London restructuring practice co-heads Nick Angel and Yushan Ng. Ng – the former co-chair of Cadwalader Wickersham & Taft’s restructuring group – joined the firm in January 2018, along with partners Jacqueline Ingram, Karen McMaster and Sinjini Saha.
The restructuring group is centred in London and the US, with partners stationed in New York, Los Angeles and Washington DC. It also has a restructuring partner, Mathias Eisen, in Frankfurt. The wider firm has 12 offices, including in Singapore, Hong Kong, Tokyo and Sao Paulo.
Who uses it?
Milbank has long been a leader on creditor-side work, representing official and ad hoc groups in financial services, retail, manufacturing and technology sector cases – including Lehman Brothers, Great Atlantic & Pacific Tea Company, Capmark, Enron and National Century Financial Enterprises.
In recent years it has expanded its debtor-side offering, particularly in US Chapter 11 proceedings and company administrations in the UK – as reflected in its work on the Chapter 11s of Japanese airbag manufacturer Takata and Singaporean oil services provider EMAS in recent years.
Historic track record
Milbank has been representing the official committee of unsecured creditors in the Chapter 11 cases of Lehman Brothers Holdings and its affiliates since the Wall Street giant collapsed at the onset of the global financial crisis. As counsel to the committee, it helped to marshal the Chapter 11 cases towards plan confirmation, and litigated avoidance actions and contract disputes to maximise creditor recoveries. The firm says it has helped to negotiate more than 328 settlements and generated almost US$3 billion for Lehman creditors.
In another long-running case, the firm also acted for the ad hoc group of bondholders in the Chapter 11 proceedings filed by collapsed Canadian telecoms giant Nortel. A settlement that was approved by courts in the US and Canada in 2017 specified that Nortel’s US entities would receive 24% – roughly US$1.7 billion – of the US$7.3 billion “lockbox” funds raised when the company sold its profitable intellectual property in 2011.
In 2014, the firm advised dry bulk vessel owner Eagle Bulk Shipping on a pre-packaged Chapter 11 filing. Milbank turned the proceedings around in 70 days, in a reorganisation that allowed Eagle to become the first company to maintain its listing on Nasdaq throughout its Chapter 11.
Milbank represented Ambac Assurance as bond issuer to EEPK – a Luxembourg-based subsidiary of Germany’s Commerzbank – in litigation against the city of San Bernardino in California, which filed for Chapter 9 bankruptcy protection in August 2012. Ambac and EEPK filed lawsuits against the city in 2014 and 2015 in an attempt to secure repayment on pension bonds, which culminated in a settlement in early 2016. Milbank subsequently represented Ambac in proceedings relating to Puerto Rico’s debt crisis.
Later in 2016, the firm’s Sao Paulo office advised Brazilian airline Gol Linhas Aéreas Inteligentes on the restructuring of US$175 million worth of debt via a unique exchange offer that used the airline’s spare parts as collateral. Gol – which is partly owned by US carrier Delta Air Lines – is the largest low-cost carrier in Latin America, but had been struggling in the shrinking Brazilian economy.
Dunne, with New York partners Abhilash Raval and Tyson Lomazow, and DC partner Andrew Leblanc, advised the official committee of unsecured creditors in the US bankruptcy proceedings of car parts manufacturer Takata, after it was forced to order a massive recall of vehicles over potentially defective airbag inflators. Takata’s US unit, TK Holdings, commenced Chapter 11 proceedings in June 2017, filing for Japanese insolvency at the same time and obtaining Chapter 15 recognition of these proceedings in November. It reached a settlement with carmakers, creditors and counsel to people injured by its airbag inflators in February 2018, paving the way for approval of its Chapter 11 plan and the sale of the viable parts of its business, which it completed two months later.
In 2017, New York partner Gerard Uzzi advised term lenders to Cayman-registered submersible rig operator Ocean Rig in its high-profile US$3.8 billion debt restructuring through separate Cayman schemes and a Chapter 15 filing in 2017 in New York. Milbank was lead counsel to an ad hoc group of credit funds holding approximately US$2.9 billion of the debt.
In January 2021, Milbank lost special counsel Tina Lockwood who moved to Simmons & Simmons in London along with two associates.
But it strengthened its London team with the hire of another special counsel, Nicholas Crossin, in June and the promotion of Kate Colman to partner.
Outside of the research period, Milbank also lost a senior associate with restructuring experience from its corporate team, Sarah Ullathorne, who joined Kirkland & Ellis as a partner in October 2022.
Top cases of the research period
A New York Milbank team represented Colombian-Panamanian aviation group Avianca in its Chapter 11 proceedings, which were filed in May 2020 after coming to an agreement with creditors six months earlier. Avianca received approval of its restructuring plan in October 2021, eliminating about US$3 billion in debt, retaining US$1 billion of unrestricted cash and shifting its domicile to the UK.
Uzzi and New York partners Eric Stodola and Alexander Lees have been advising the Raymond Sackler Family, the indirect 50% owners of drug marker Purdue Pharma, which sought Chapter 11 protection in September 2019. The company secured approval of a Chapter 11 plan in September 2021, but the plan is facing multiple appeals in light of its controversial third-party releases.
Dunne and Leblanc advised Centerbridge Partners and Oaktree Capital Management in the Chapter 11 restructuring of Switzerland-headquartered automotive parts supplier Garrett Motion. Judge Michael Wiles in New York approved a consensual plan for the company in April 2021, after it filed for bankruptcy in the midst of hostile litigation over asbestos liabilities with its former US parent, Honeywell International. In the end, Honeywell, Centerbridge and Oaktree beat a stalking horse bidder to make a winning restructuring proposal for Garrett that left all creditors apart from Honeywell unimpaired, while reducing Garrett’s funded debt by US$800 million.
Milbank advised an ad hoc committee of holders of €250 million senior notes due in 2021 on the successful restructuring of two tranches of notes issued by Greek gambling systems group Intralot in August 2021.The deal saw the 2021 notes be exchanged for new 2025 senior secured payment-in-kind toggle notes issued by a US subsidiary, and notes due in 2024 being exchanged for a minority equity stake in a new Dutch parent of the US business.
The firm advised an ad hoc committee of noteholders in Spanish gaming company Codere’s 2021 restructuring, which came after the company implemented its second English scheme of arrangement in October 2020, having originally seen another through in 2016. The latest restructuring, which was completed in November 2021, deleveraged the group’s balance sheet, reducing its debt burden by approximately €397 million and strengthened its liquidity position through a new money injection, to support the business in its recovery from the effects of the covid-19 pandemic.
Meanwhile in Singapore, partners Jacqueline Chan and Giles Kennedy helped Indonesian real estate group Modernland Realty secure two pre-packaged Singaporean schemes. The schemes were also recognised in the US with Milbank’s help, because they restructured New York law-governed notes.
Our Financial Restructuring group is known globally for prominent corporate restructurings and ground-breaking chapter 11 cases. We are at the forefront of most of the largest, most complex corporate restructuring matters in the world.
The key to our long-standing success is our unique ability to advise companies, creditors’ committees, financial institutions, funds and trustees in domestic and cross-border restructurings, providing perspective from all aspects of a case.
We are continually moving the market with innovative deal structures and multi jurisdictional approaches to transactions, some which have never been seen in the market before. Our experience advising on such market-shaping deals along with our industry reputation, has consistently earned us multiple awards and recognition in leading legal directories.
Recent notable experience:
- NMC Healthcare Group. Advised Abu Dhabi Commercial Bank and certain other financial institutions on the financial restructuring of the NMC Healthcare Group (“NMC”), the largest private healthcare provider in the United Arab Emirates. This restructuring represented a groundbreaking financial restructuring of NMC’s US$7 billion of debt and a separation of the operating group of NMC from its former holding company in a market-first exit from administration pursuant to the deed of company arrangement under the Abu Dhabi Global Markets insolvency regulations. This deal was recognised as the ‘Restructuring Deal of the Year’ at the IFLR Middle East Awards 2022.
- Nordic Aviation Capital. Advised the second and third largest creditors on the chapter 11 restructuring of the Nordic Aviation Capital group, including the resulting separation and refinancing of NAC Aviation 33 Limited and NAC Aviation 34 Limited, which together own 37 aircraft on lease to various airlines globally, as well as the DIP financing and restructuring of the remaining business which is now the fifth largest aircraft leasing company in the world.
- Avianca. Represented Avianca Airlines, the second-largest airline group in Latin America, in its chapter 11 reorganization. In May 2020, Avianca filed chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of New York. As a result of Milbank’s efforts, Avianca successfully used the chapter 11 process to obtain critical short-term financing, to tailor its fleet of leased aircraft for a revamped business model, and ultimately to eliminate more than $1 billion of net debt. Avianca’s chapter 11 process was largely consensual, and on December 1, 2021, Avianca became the first Latin American airline during the 2020-21 restructuring wave to emerge from chapter 11. With its emergence, Avianca has delivered to its creditors a lean, well-capitalized business that is positioned to compete for passengers and cargo as the industry recovers.
- Schur Flexibles Group. Advised the lenders on the financial restructuring of the Schur Flexibles Group, which will operate under the name adapa in the future. The ‘lender-led’ financial restructuring transaction comprised the takeover of the Schur Flexibles Group by the lenders from the incumbent owners B&C Industrieholding and Lindsay Goldberg and the write-down of up to 75% of the original bank debt, reducing the group’s leverage to industry levels. Following the approval of the new ownership structure under the leadership of Apollo Global Management and the related debt haircut by the relevant authorities, the financial restructuring transaction closed in September 2022.