A partner in the Finance Group of the Corporate Department, Austin Witt represents creditors, major corporations, distressed investors, direct lenders and sponsors in a wide range of restructurings, liability management transactions and other high yield financing transactions, with a particular focus on advising clients on distressed transactions. Austin regularly works alongside attorneys in the Paul, Weiss Restructuring Department on some of the largest and most sophisticated restructuring transactions in the world. Austin also has significant experience with acquisition financings and regularly advises sponsors and major corporations in connection with significant corporate acquisitions.
Austin’s representative creditor and distressed investor restructuring experience includes:
- An ad hoc group of noteholders in the ongoing chapter 11 cases of Intelsat S.A. and its co-debtor affiliates, operator of the world’s largest and most advanced satellite fleet and connectivity infrastructure;
- Brookfield Asset Management, Inc. and Simon Property Group in their acquisition of certain assets of J. C. Penney Company, Inc., including the $520 million takeback first lien credit agreement, in connection with J.C. Penney’s chapter 11 case;
- Oaktree Capital Management
- in its $105 million investment in senior notes and warrants of Exantas Capital Corporation;
- in its $500 million unsecured loan to United Mortgage, a leading mortgage originator and servicer; and
- alongside Oak Hill Advisors, in connection with a $375 million second lien loan to Immucor, a TPG portfolio company in the pharmaceutical space;
- Citadel, as the largest creditor, in connection with Ultra Petroleum’s bankruptcy;
- KKR, as agent and lender, in connection with NPC International’s bankruptcy cases. NPC’s confirmed chapter 11 provides for the distribution of proceeds from the court-approved sales of the debtors’ Wendy’s and Pizza Hut businesses, to Flynn Restaurant Group and a consortium of Wendy’s franchisees, for a combined purchase price of approximately $801 million. NPC anticipates closing the sales and effectuating the plan by the second quarter of 2021;
- Highbridge and other convertible noteholders, in connection with an out-of-court debt for equity conversion of A.M. Castle;
- An ad hoc group of noteholders, in connection with a debtor-in-possession financing for Hi-Crush’s bankruptcy;
- A joint venture of Simon Property Group and Authentic Brands, in connection with a debtor-in-possession financing for Brooks Brothers’ bankruptcy;
- The term loan lenders of TOMS Shoes, a maker of casual footwear with a unique gifting mission, in the company’s out-of-court restructuring which resulted in the term loan lenders owning 100 percent of the equity of TOMS on account of (a) the conversion of $300 million of secured term debt into equity and takeback debt in TOMS and (b) a new money investment;
- David’s Bridal’s largest creditor in connection with the company’s successful prepackaged plan of reorganization and related exit financings;
- An ad hoc group of prepetition second lien lendersin the chapter 11 cases and related exit financings of FULLBEAUTY Brands and certain affiliates, which restructured more than $1.2 billion of prepetition debt through a prepackaged plan of reorganization that was approved less than 24 hours after the company filed for chapter 11 protection;
- HPS Investment Partners in connection with all aspects of the chapter 11 cases of LBI Media and its affiliates, including in connection with providing debtor-in-possession financing and exit financing;
- The first lien creditors of Affinion Group (n/k/a cxLoyalty), a leading global provider of loyalty and customer engagement solutions, in connection with the company’s successful out-of-court recapitalization that included restating the existing first lien debt facilities;
- An ad hoc committee of debtholdersin the chapter 11 cases of Pacific Drilling S.A., a leading international offshore drilling contractor with approximately $3 billion in indebtedness, including in connection with providing debtor-in-possession financing and first and second lien note exit financings totaling approximately $1 billion;
- The first lien lender of Willbros Group, a global engineering and contractor company, in connection with the company’s restructuring and sale;
- Certain funds managed by Neuberger Berman in connection with the out-of-court restructuring of Drive Medical, a provider of durable medical equipment, including in connection with an exchange of the existing second lien debt;
- An ad hoc group of unsecured noteholders in connection with the prepackaged chapter 11 cases of Battalion Oil (fka Halcón Resources Corporation), including in connection with providing debtor-in-possession financing;
- An ad hoc group of first lien noteholders of Egalet Corporation, a specialty pharmaceutical company, in the company’s prearranged chapter 11 cases;
- An ad hoc committee of revolving lenders of Syncreon Group Holdings, a logistics-services provider, in refinancing its first lien revolving credit facility and later in connection with its restructuring through a scheme of arrangement and various parallel proceedings; and
- Oaktree Capital Management and Piper Jaffray in connection with a second lien direct loan to U.S. Well Services, a leading provider of hydraulic fracturing services.
Austin’s representative company-side and sponsor-side restructuring experience includes:
- Weatherford International plc, a leading multinational oil and gas company, in its refinancing of its asset-based lending facility through the issuance of $500 million in senior secured first lien notes and its upsize of its senior secured letter of credit agreement;
- Foresight Energy, a leading coal producer, in connection with debtor-in-possession financing for its bankruptcy and $150 million in secured exit financing, and in connection with a prior $920 million refinancing of existing senior secured credit facilities and $400 million second lien note financing;
- Red Robin, a national restaurant chain in the casual dining space, in connection with amendments to its existing $300 million secured credit facility;
- Checker’s Drive-In Restaurants, a fast food restaurant chain, in connection with amendments to its approximately $300 million of first and second lien debt;
- Templar, an exploration and production company, in connection with debtor-in-possession financing for its bankruptcy case;
- TPG Partners, as sponsor to Cirque du Soleil, in connection with an unrestricted subsidiary financing and bid for assets of Cirque du Soleil in bankruptcy;
- Bumble Bee Foods and its U.S. affiliates in a combined chapter 11 and CCAA process, including in connection with two debtor-in-possession financings, totaling more than $275 million in commitments;
- David’s Bridal, the nation’s leading bridal and special occasion retailer, in an out-of-court recapitalization transaction which provided for $55 million of new capital from existing lenders and the exchange of more than $275 million in existing term loan debt into new preferred and common equity securities;
- Expro Holdings, a leading international provider of well flow management services to the oil and gas industry, in its prepackaged chapter 11 case, including in connection with debtor-in-possession financings; and
- Certain subsidiaries of CGG S.A.in their prenegotiated chapter 11 cases by which the company and its subsidiaries equitized approximately $2 billion of unsecured debt through concurrent restructuring proceedings in France and the United States.
Austin’s representative acquisition financing experience includes:
- Funds affiliated with Apollo Global Management in a variety of transactions, including:
- as sponsor, in its $2.9 billion senior secured credit facilities in connection with its acquisition of West Corporation, a Nebraska-based provider of communication and network infrastructure services;
- as sponsor, in its $1.175 billion senior secured first lien term facility and $175 million senior secured first lien revolving facility in connection with the acquisition of ClubCorp, a Texas-based owner-operator of private golf and country clubs and private business clubs; and
- in the $625 million senior secured credit facilities in connection with the acquisition of Smart & Final, a chain of warehouse-style food and supply stores based in Commerce, California.
- Talos Energy, a Texas-based independent oil and gas exploration and production company, in connection with financing the acquisition of Stone Energy Corporation, a Louisiana-based independent oil and natural gas exploration and production company, to create a company with an enterprise value of approximately $2.5 billion;
- The Stars Group, a Canada-based provider of technology-based products and services in the global gaming and interactive entertainment industries, in connection with financing the acquisition of Sky Betting & Gaming, a UK-based provider of online sports betting, from CVC Capital Partners, for an enterprise value of approximately $4.7 billion; and
- Oak Hill Capital Partners, as sponsor, in connection with of approximately $300 million senior secured credit facilities in connection with the acquisition financing of Checkers Drive-In Restaurants, a Florida-based drive-thru restaurant chain, from Sentinel Capital Partners.
Austin was a member of The University of Chicago Law Review and was elected to the Order of the Coif.