ProfessionalsAndrew N. Rosenberg
Co-chair of the Restructuring Department, Andy primarily practices in the areas of corporate restructuring and bankruptcy with additional focus in representing lenders in providing financing to highly leveraged companies. He has been involved in numerous complex, high-stakes restructurings, including advising creditors in the restructurings of Oasis Petroleum, Associated Materials, LSC Communications, Denbury Resources, Whiting Petroleum Corporation, Seadrill Limited, Dean Foods, PDVSA, Puerto Rico, Bellatrix Exploration, General Motors, CIT Group and GMAC, as well as advising companies such as Penson Worldwide, SpectraSite Communications and Top-Flite Golf Company.
Awards and Recognitions
Chambers USA describes Andy as “the best tactician and negotiator on the street; if you want a consensual deal done, he is the best” and “he, more than anyone, is a one phone call hire” for his bankruptcy/restructuring work. Chambers Global praises Andy for the “very impressive” deal-making ability he brings to a case. The Legal 500 recognizes Andy as “Hall of Fame” in corporate restructuring and notes that he is “a fabulous lawyer with a deservedly excellent reputation” and he is “the person you call when you have a hairy situation and want to avoid court.” He was named in Lawdragon’s inaugural list of “500 Leading U.S. Bankruptcy & Restructuring Lawyers," recognized as a leading lawyer by IFLR1000 and listed in The Best Lawyers in America since 2011, where he is described as “an outstanding attorney who is THE ‘go-to’ restructuring professional.” In 2013, Andy was named a National Litigation Star for Bankruptcy by Benchmark Litigation.
Andy’s representations have also been recognized by many industry publications. The M&A Advisor selected the restructuring of Pacific Drilling as the 2019 “Energy Deal of the Year” in its Annual International M&A Awards. The Turnaround Management Association (TMA) selected Chassix Holdings Inc. as its 2016 Turnaround of the Year “Mega Company” winner and, in that connection, recognized Andy and Alice Belisle Eaton for their work on behalf of certain Chassix debtholders. Andy was also recognized by TMA for his work representing certain debtholders in transactions involving DeepOcean Group (f/k/a Trico Marine Group), the 2012 Turnaround of the Year “International Company” winner. The Financial Times has “Highly Commended” Andy’s work on a number of restructurings in its annual report on “U.S. Innovative Lawyers,” including his work on behalf of certain CEVA Group lenders (2014), the ad hoc committee of Dynegy bondholders (2012) and CIT Group bondholders (2010). He was also named to The American Lawyer’s list of 2010 “Dealmakers of the Year” for his work on behalf of the bondholders of CIT Group.
CREDITOR AND INVESTOR EXPERIENCE
ENERGY AND POWER
- An ad hoc group of senior noteholders in the prepackaged chapter 11 cases of Oasis Petroleum, a Houston, Texas-based independent exploration and production company with a focus on unconventional crude oil and natural gas development. The prepackaged plan provides for the restructuring of about $2.23 billion of debt, including the extension and modification of its RBL facility, the conversion of the senior notes into all of the equity of the reorganized company, and the settlement of significant ongoing litigation claims;
- An ad hoc group of secured noteholders in the prepackaged chapter 11 restructuring of Denbury Inc., a Plano, Texas-based hydrocarbon exploration company and the only United States-based public company of scale with a primary focus on carbon dioxide enhanced oil recovery. The company’s plan provided for the restructuring of nearly $2.4 billion of debt, including the extension and modification of its RBL facility and equitization of the secured notes;
- An ad hoc group of creditors of California Resources Corporation, an independent, publicly traded oil and natural gas exploration and production company with the largest oil and natural gas production operations in California, in its chapter 11 cases. The company’s plan provided for the restructuring of over $5.8 billion of debt and preferred equity interests;
- An ad hoc group of unsecured noteholders in the prearranged chapter 11 restructuring of Extraction Oil & Gas, one of the largest oil and gas exploration and production companies in the Rocky Mountain region, with approximately $1.7 billion of funded debt obligations;
- An ad hoc committee of noteholders in the chapter 11 restructuring of Whiting Petroleum Corporation, one of the largest independent exploration and production companies in the U.S. with over $3.4 billion in funded debt obligations;
- An ad hoc group of senior secured creditors of Oro Negro, a Mexican offshore drilling company, in a restructuring of over $900 million of secured debt obligations issued pursuant to Norwegian law-governed documents that involves contested concurso mercantil proceedings in Mexico, a related chapter 15 proceeding in the Southern District of New York, and litigation in Singapore and Norway;
- The ad hoc group of 2020 secured PDVSA noteholders in a potential restructuring of the senior secured notes issued by Petroleos de Venezuela, S.A., an oil and gas company that is wholly owned by the government of Venezuela;
- A group of new money lenders in the purchase of new secured notes issued by Seadrill, a deepwater drilling contractor in the petroleum industry, in its exit financing implemented through a chapter 11 plan;
- An ad hoc group of unsecured noteholders in the prepackaged chapter 11 cases of independent energy company Battalion Oil (fka Halcón Resources Corporation);
- An ad hoc group of unsecured noteholders of Canadian oil and gas producer Bellatrix Exploration in prearranged restructuring transactions pursuant to a corporate plan of arrangement under the Canada Business Corporations Act;
- Secured lenders of Boart Longyear, an Australian registered multinational supplier of drilling services (with U.S. operations headquartered in Utah), drilling equipment and performance tooling, in its Australian schemes of arrangement and related chapter 15 cases in the United States;
- An ad hoc committee of debtholders in the chapter 11 cases of Pacific Drilling S.A., a leading international offshore drilling contractor with approximately $3 billion in indebtedness, and its affiliates, including in a plan-related mediation ordered by the Bankruptcy Court;
- Holders of pass through certificates issued to finance two separate leveraged lease transactions of certain coal-fired power plants operated by GenOn Mid-Atlantic, LLC and NRG REMA, LLC, subsidiaries of GenOn Energy, Inc., one of the 10 largest wholesale power generation companies in the United States, in GenOn’s restructuring efforts;
- The Official Committee of Unsecured Creditors of Quicksilver Resources, a Texas-based oil and gas exploration and production company with over $2 billion in indebtedness;
- The ad hoc committee of holdco noteholders in the chapter 11 cases of Ultra Petroleum and its affiliated debtors, oil and gas exploration and production companies with over $3 billion in indebtedness;
- An ad hoc group of senior unsecured creditors of Paragon Offshore, a U.K. offshore drilling company servicing oil and gas companies with operations in Brazil, Mexico, the North Sea, the Middle East and elsewhere, in a restructuring of over $2 billion of secured and unsecured debt obligations. Paul, Weiss subsequently served as counsel to the Official Committee of Unsecured Creditors in the company’s chapter 11 cases;
- The steering committee of senior secured noteholders of GMX Resources an oil and gas exploration and production company with assets in North Dakota, Montana, Wyoming and Texas, in the company’s chapter 11 case;
- The unofficial committee of second-lien debtholders of Calpine Corporation, an electric power producer, in the successful negotiation of a full payout in cash with postpetition interest and a payment premium in the company’s chapter 11 case; and
- An ad hoc committee of noteholders of Dynegy, a certified retail electric service provider, in the commencement and settlement of litigation arising from a prepetition transfer of assets, the company’s bankruptcy cases and prearranged restructuring of $3.6 billion of unsecured claims.
- An ad hoc committee of holders of first preferred ship mortgage notes issued by Eletson, a world leader in international seaborne transportation, specializing in the transport of refined petroleum products, liquefied petroleum gas and ammonia, in an out-of-court exchange of the existing notes for new first-preferred ship mortgage notes;
- The ad hoc committee of lenders of Eitzen Chemical, a Norwegian shipping company, in a restructuring of over $1 billion of debt obligation;
- An ad hoc group of lenders to Eagle Bulk Shipping, a shipowner-operator, under the company’s $1.2 billion secured credit facility in negotiations regarding a restructuring of the company’s secured debt and, thereafter, the successor administrative agent under the secured credit facility in all aspects of the company’s prepackaged chapter 11 case and the confirmation and consummation of its chapter 11 plan of reorganization; and
- The ad hoc committee of bondholders of Trico Marine Services, a large Norway-based shipping company now known as DeepOcean, in an out-of-court exchange of $400 million of senior secured debt into equity and raising a new $100 million working capital facility.
FINANCIAL AND OTHER SERVICES
- The bondholders of CIT Group, a leading financing and bank holding company, in the first successful bankruptcy of a bank holding company and the largest prepackaged bankruptcy ever completed, including negotiating $7.5 billion of emergency financing and a prepackaged reorganization plan to restructure approximately $33 billion of debt;
- The ad hoc committee of bondholders of GMAC, one of the world’s largest financial services companies, in a $28.5 billion debt exchange offer, one of the largest exchange offers ever consummated;
- An ad hoc group of lenders in a cross-border restructuring of U.K.-based CEVA Group, one of the world’s largest non-asset-based supply chain management companies. In a two-part out-of-court exchange, CEVA eliminated approximately €1.3 billion of consolidated net debt, reduced its cash interest expense by over €130 million and received cumulative new capital commitments of over €230 million for investment in its business plan. Paul, Weiss was recognized by The Financial Times for our “Highly Commended” work on this matter; and
- An informal committee of certain holders of second and third lien secured notes of Altegrity, a global risk and information services company that provides employment background screening and risk and information management services and solutions, as well as certain lenders of postpetition financing, in Altegrity’s restructuring through a prearranged chapter 11 case.
CONSUMER, RETAIL & TECHNOLOGY
- An ad hoc committee of noteholders of Neiman Marcus, one of the world’s largest omni-channel luxury fashion retailers, in (a) a recapitalization transaction involving the exchange of unsecured notes into a new series of third-lien note9s and preferred equity in MyTheresa, a German luxury online retailer, and the issuance of new second lien notes and (b) in the company’s subsequent prearranged chapter 11 case;
- An ad hoc group of first lien lenders in (a) the chapter 11 restructuring of Windstream, a leading provider of advanced network communications and technology solutions for businesses across the United States, with over $5 billion in funded debt obligations, and (b) the recharacterization litigation against, and $1.2 billion settlement with, Uniti, the REIT that owns most of Windstream’s network. The transaction provided for the equitization of a substantial portion of the Windstream’s $3 billion in outstanding first lien indebtedness, as well as access to approximately $2 billion in new capital, and a new long term lease structure between Windstream and Uniti;
- An ad hoc committee of cross-holders holding approximately 45% of PetSmart’s secured and unsecured debt in challenging certain spin transactions;
- Centerbridge Partners and Oaktree Capital Management in a term loan and stock purchase to recapitalize Billabong, a public corporation organized in Australia that specializes in the sale of apparel and accessories related to skateboarding and surfing; and
- The bondholders of Nortek, a global technology company, in the company’s prepackaged chapter 11 reorganization, which cut the total debt by roughly $1.3 billion.
- Members of an ad hoc group of noteholders and preferred stockholders in an out-of-court recapitalization of Associated Materials, a North American manufacturer and distributor of exterior building products with over $800 million of debt. The recapitalization transactions included the exchange of 99% of Associated Materials’ senior secured notes for new common equity, the purchase of $250 million of new first lien notes by the participating noteholders, and the distribution of new common equity to preferred stockholders;
- The ad hoc group of secured noteholders of LSC Communications, a provider of traditional and digital print products, in the chapter 11 cases of LSC and 21 affiliates, including in connection with the court-approved sale of substantially all of LSC’s assets to an affiliate of Atlas Holdings LLC, for cash, a credit bid of obligations under the company’s secured term loan facility and senior secured notes, at the direction of the creditors, and the assumption of certain liabilities;
- An ad hoc committee of noteholders of Mallinckrodt, a leading global biopharmaceutical company, in (a) an out-of-court exchange of $495 million of senior unsecured debt for new first lien senior secured notes, on a par-for-par basis, and (b) Mallinckrodt’s chapter 11 cases;
- Chatham Asset Management and its affiliated or managed funds in its approximately $325 million acquisition of substantially all of the assets of The McClatchy Company, a Sacramento-based publishing company that operates 29 daily newspapers in 14 states, through a cash and credit bid under section 363 of the U.S. Bankruptcy Code, in The McClatchy Company’s chapter 11 cases;
- An ad hoc group of FILO term loan lenders in the prearranged chapter 11 cases of GNC Holdings, a leading global specialty retailer of health and wellness products;
- An ad hoc group of unsecured noteholders in the chapter 11 cases of Dean Foods, the largest processor and direct-to-store distributor of fresh fluid milk and other dairy products in the United States, involving approximately $1.1 billion in secured and unsecured debt;
- An ad hoc committee of unsecured noteholders of McDermott International, a fully integrated provider of technology, engineering and construction solutions to the energy industry;
- An ad hoc group of debtholders of Concordia Healthcare, an international specialty pharmaceutical company based in Canada, in the restructuring of the company and its affiliates;
- An ad hoc group of noteholders of PaperWorks, a leading North American integrated full-service packaging provider, in a comprehensive financial restructuring of the company's debt and equity structure;
- An ad hoc group of senior secured lenders to Onsite Rental Group, an equipment rental business providing services to Australia’s largest mining, construction, industrial, oil & gas, infrastructure and government organizations, in the company’s out-of-court recapitalization;
- The ad hoc committee of bondholders of General Motors Co. in the company’s chapter 11 case, through which the company restructured $27 billion of bond debt and was sold to an entity controlled by the U.S. and Canadian governments for $105 billion;
- The ad hoc committee of bondholders of Quebecor, a printing company with operations in North America, Europe, Latin America and India, in the company's cross-border U.S. and Canada bankruptcy filings. Quebecor successfully emerged from protection under the CCAA in Montreal and chapter 11 in New York; and
- The ad hoc committee of bondholders of The Rouse Companies with a pre-bankruptcy effort to achieve an out-of-court restructuring of The Rouse Companies/General Growth Properties’ $2.2 billion of bonds.
Complex litigation representations include:
- The ad hoc group of Puerto Rico general obligation bondholders in restructuring the $18 billion of Constitutional debt issued or guaranteed by the Commonwealth of Puerto Rico, including in the Title III cases commenced under the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) to restructure the debts of the Commonwealth and certain of its instrumentalities and public corporations;
- An indenture trustee and certain noteholders of Algeco Scotsman Global Finance plc in challenging a restructuring transaction proposed by the company and negotiating and closing an improved transaction pursuant to which Algeco’s sponsor TDR Capital agreed to purchase $125 million of notes held by the group as well as invest $250 million in Algeco on a go-forward basis;
- An ad hoc group of bank lenders in extensive litigation with W.R. Grace & Co. regarding the lenders’ entitlement to postpetition interest at the default rate under their credit agreement;
- The Official Unsecured Creditors’ Committee of Armstrong Industries in an important victory before the Third Circuit Court of Appeals in Armstrong’s reorganization plan; and
- The bondholders of Tyco International Ltd. in their suit against Tyco over the spin-off of its Electronics and Healthcare divisions.
- Penson Worldwide, a provider of financial clearing services and related operational and technology products, in its restructuring efforts with two groups of bondholders that together were owed nearly $280 million and its subsequent liquidating chapter 11 case in Delaware, which included a sale of Penson's operating subsidiary, Nexa Technologies, as a going-concern to a Canadian financial services cooperative;
- SpectraSite Communications, one of the largest wireless tower operators in the U.S., in its restructuring under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division. As part of the restructuring, SpectraSite exchanged approximately $2 billion of existing debt for 100% of the reorganized SpectraSite's new common stock, subject to dilution from warrants to purchase new common stock issued to SpectraSite's former stockholders and by options issued to management under a new stock option plan;
- Top-Flite Golf Company in its filing for bankruptcy and selling of its assets to Callaway Golf Co. for approximately $170 million; and
- Cone Mills Corporation, textile manufacturer of corduroy, flannel, denim and other cotton fabrics, in its chapter 11 sale.