ProfessionalsBrian S. Hermann
Deputy Chair of the Restructuring Department and a member of the firm’s Management Committee, Brian focuses on a range of restructuring and bankruptcy matters for both borrower and lender clients. He has extensive experience representing clients in complex out-of-court restructurings and chapter 11 cases nationwide and across various industries and routinely represents clients in complex litigation arising out of chapter 11. A member of the Media, Sports and Entertainment Group, he also has developed a sub-specialty working on a number of music, media and entertainment company restructurings and related matters.
Brian’s recent company experience includes advising Pioneer Energy, Preferred Sands, Jack Cooper Ventures, Animal Supply, Expro Holdings and CGG S.A., and his noteworthy creditor-side representations include advising key stakeholders in the restructurings of Windstream, TOMS Shoes, Toys “R” Us, Country Fresh, Gibson Brands, American Tire, Tidewater, Paragon Offshore, Sabine, Arch Coal, Texas Competitive Electric Holdings Company, Armstrong Energy, Nortek and General Motors. Brian is currently representing the California Public Utilities Commission in the chapter 11 cases of PG&E Corporation and its primary operating subsidiary, Pacific Gas and Electric Company, California’s largest investor-owned public utility and the largest public utility in U.S. history to file for bankruptcy relief. Brian also represented the Commission in PG&E’s previous chapter 11 case, including in related litigation and appeals, from which PG&E emerged in 2003.
Awards and Recognitions
Brian is recognized by Chambers USA, The Legal 500, The Best Lawyers in America and Super Lawyers in the area of bankruptcy and corporate restructuring. Clients praise him as “masterful with his clients and in his strategy,” drawing attention to his “very commercial thinking and very strong technical skill.” Brian was recognized as a 2018 “Thought Leader” in restructuring and insolvency by Who’s Who Legal. Brian is also listed as a Featured Dealmaker in The Deal’s Bankruptcy Law Firm Power Rankings for individual lawyers.
Brian advised an ad hoc committee of senior secured noteholders in the successful chapter 11 reorganization of Gibson Brands, Inc., which was recognized as Turnaround Management Association’s 2019 “Mid-Size Company Transaction of the Year” and Private Debt Investor’s 2018 “Distressed Deal of the Year.” Brian was named an American Lawyer 2018 “Dealmaker of the Year” for his work representing French oilfield services company CGG S.A. in its chapter 11 cases, among the largest restructurings in French history and the first-ever successful coordination of a French “Sauvegarde” proceeding with a U.S. chapter 11 case. The Financial Times commended Brian in its 2015 Innovative Lawyers report for his work advising Preferred Sands in connection with its out-of-court restructuring.
Brian serves on the Practicing Law Institute’s Bankruptcy and Creditor Rights Advisory Committee and writes frequently on bankruptcy issues. He co-authored, with fellow Paul, Weiss bankruptcy partner Alan Kornberg, the “USA” chapter of The Strategic View – Corporate Restructuring, published by the Global Legal Group. Brian has also published numerous articles, including “New Strategies for Getting Paid: Recent Investment Fund Activity in Chapter 11” (Global Restructuring Review), “Bankruptcy Reforms and the High Net Worth Debtor” (New York Law Journal), “Recording Artists, Beware!” (New York Law Journal) and “Deciphering Dana” (The Deal, “Judgment Call”).
- An unofficial committee of noteholders of Tidewater Inc. in connection with a restructuring of the company’s approximately $2.04 billion of debt pursuant to a prepackaged chapter 11 plan;
- The Official Committee of Unsecured Creditors of Paragon Offshore plc in the company’s chapter 11 case;
- The ad hoc committee of certain first lien senior secured creditors of Texas Competitive Electric Holdings Company LLC in the company’s chapter 11 case involving approximately $32 billion of secured and unsecured debt;
- The agent under Sabine Oil & Gas Corporation’s second lien credit facility in connection with the company’s chapter 11 case and related fraudulent transfer litigation;
- An informal committee of holders of notes issued by Linc USA GP and Linc’s postpetition lenders in connection with the company’s prepetition restructuring efforts and subsequent chapter 11 case;
- Holders of pass through certificates issued to finance certain leveraged lease and sale-leaseback transactions of coal-fired power plants operated by GenOn Mid-Atlantic, LLC and NRG REMA, LLC, non-debtor subsidiaries of GenOn Energy, Inc., one of the ten largest wholesale power generation companies in the United States, in connection with GenOn’s restructuring efforts; and
- The steering committee of senior secured noteholders of GMX Resources Inc. in the company’s chapter 11 case.
MINING AND METALS
- An ad hoc group of certain first lien debtholders of Arch Coal in connection with Arch Coal’s restructuring through a pre-arranged chapter 11 case and certain related postpetition financing;
- An ad hoc committee of certain secured noteholders of Armstrong Energy, Inc., a coal mining company with operations in the Illinois Basin region of Western Kentucky, in connection with the company’s restructuring efforts;
- An informal committee of holders of notes issued by Xinergy Corp. and Xinergy’s postpetition lenders in connection with the company’s prepetition restructuring efforts and subsequent chapter 11 case;
- The ad hoc committee of unsecured noteholders of Essar Steel Algoma Inc. in a cross-border restructuring in which the company raised over $1.2 billion in connection with a comprehensive recapitalization and refinancing of its debt;
- An ad hoc group of holders of senior secured notes issued by Mirabela Nickel Limited, an Australian company with nickel mining operations in Brazil, in connection with the company’s restructuring efforts and Australian receivership proceeding; and
- An ad hoc committee of certain unsecured noteholders of Thompson Creek Metals Company Inc., a mining company primarily focused on copper, gold and molybdenum with operations in the U.S. and Canada, in connection with the company’s restructuring efforts.
CONSUMER, RETAIL AND TECHNOLOGY
- The term loan lenders to 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;
- An ad hoc group of first lien lenders in connection with the out-of-court restructuring of Country Fresh Holdings Company, Inc., a provider of fresh-cut fruits and vegetables and snacking solutions. The company’s restructuring provided for, among other things, (a) the exchange of approximately $400 million of existing secured indebtedness into $60 million of second lien debt and 100% of the company’s reorganized equity, and (b) a new-money cash infusion of approximately $35 million to afford significant financial flexibility to support the company's long-term growth prospects;
- An ad hoc committee of senior secured noteholders of Gibson Brands, Inc., an iconic American manufacturer of guitars, other musical instruments and professional audio equipment, in the company’s prenegotiated chapter 11 case, including the negotiation of a prepetition restructuring support agreement and the provision of $135 million of debtor-in-possession financing;
- An ad hoc group of holders of prepetition secured notes and DIP notes issued by the holding company that owned Toys “R” Us’s international business in (a) the restructuring of Toys “R” Us and certain of its subsidiaries through concurrent proceedings in the U.S. and multiple foreign jurisdictions and (b) the provision of $455 million of debtor-in-possession financing, the proceeds of which were used to fund the company’s international businesses;
- An ad hoc group of term loan lenders in connection with the pre-arranged chapter 11 restructuring of American Tire Distributors, the largest replacement tire distributor in North America. The company’s plan provided for the restructuring of over $2 billion of debt, including the extension and modification of its term loan facility and equitization of its senior subordinated notes;
- The ad hoc group of certain noteholders of Toys “R” Us, Inc. in connection with an out-of-court debt for debt exchange;
- The bondholders of Nortek, Inc. in the company’s prepackaged chapter 11 reorganization, which cut Nortek’s total debt by roughly $1.3 billion;
- Silver Point Capital, as prepetition and postpetition agent for lenders to Hostess Brands in connection with all aspects of its chapter 11 case; and
- Simon Property Group, L.P., a leading retail real estate ownership, management and development company, as the largest owner of the joint venture that purchased substantially all of the assets of the apparel and accessories brand Aéropostale in a sale under section 363 of the Bankruptcy Code, and as a landlord in the company’s chapter 11 case.
FINANCIAL AND OTHER SERVICES
- An ad hoc group of crossover lenders to Catalina Marketing Corporation, a leading provider of personalized digital media solutions, in connection with the company’s prepackaged chapter 11 cases;
- The informal committee of certain holders of second and third lien secured notes of Altegrity, Inc., as well as the DIP lenders, in connection with Altegrity’s restructuring through a pre-arranged chapter 11 case;
- The ad hoc group of certain bondholders of iPayment Inc. and iPayment Holdings, Inc. in connection with an out-of-court exchange; and
- The bondholders of CIT Group Inc. in connection with a $3 billion rescue loan that bridged the company to the first successful bankruptcy of a bank holding company and the largest prepackaged bankruptcy ever completed.
- An ad hoc group of first lien lenders in the chapter 11 restructuring of Windstream Holdings, Inc., a leading provider of advanced network communications and technology solutions for businesses across the United States with over $5 billion in funded debt obligations;
- An ad hoc bondholder group in connection with successfully resisting a consent solicitation by certain Freeport-McMoRan companies and negotiating and closing an exchange offer on more favorable terms;
- The Official Committee of Unsecured Creditors of Tronox Incorporated in its chapter 11 cases; and
- The ad hoc committee of bondholders of General Motors in the lead-up to the company’s chapter 11 case.
COMPANY AND SPONSOR EXPERIENCE
- Pioneer Energy Services Corp., a land-based drilling and production services provider operating in the United States and Colombia, in its prepackaged chapter 11 cases in the Southern District of Texas. The company’s prepackaged plan provides for a balance sheet deleveraging from $475 million of funded debt to $213 million, through a conversion of debt to equity and the proceeds of a $125 million rights offering for new convertible bonds;
- Jack Cooper Ventures, Inc., a leading provider of finished vehicle logistics in North America for new and used vehicles and diversified logistical services in select non-automotive markets, and 18 of its subsidiaries and affiliates, in their chapter 11 cases in the Northern District of Georgia;
- The equity sponsors of software company Sungard Availability Services in its prepackaged chapter 11 case, approved by the United States Bankruptcy Court for the Southern District of New York less than 24 hours after the company filed for chapter 11 protection, setting the record for the fastest chapter 11 case ever;
- Animal Supply Company, a national leader in pet food and supplies distribution, in an out-of-court restructuring transaction providing for the equitization of a significant portion of debt and the infusion of new capital;
- Preferred Sands, one of the leading producers of sand and resin coated proppants for North America’s oil and gas industry, in (a) a comprehensive out-of-court restructuring that involved the equitization or renegotiation of more than $1.4 billion of funded indebtedness, the issuance of new debt and the carve-out of certain of its in-basin production assets into a new entity, Signal Peak Silica, LLC., and (b) certain prior out-of-court restructuring transactions;
- Expro Holdings, a leading provider of well flow management services to the oil and gas industry, in its prepackaged chapter 11 case;
- Certain subsidiaries of CGG S.A. in their pre-negotiated 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;
- Bicent Holdings, LLC and its subsidiaries and affiliates, owners and operators of a portfolio of electric generation plants and an electric power industry services business, in connection with their pre-arranged chapter 11 case;
- The joint venture that owns the iconic Fontainebleau Miami Beach Hotel in the successful completion of its out-of-court restructuring of more than $840 million in debt; and
- Progressive Molded Products, an Ontario-based auto supplier, and its U.S. subsidiaries and affiliates in the company’s cross-border bankruptcy cases.
OTHER REPRESENTATIVE EXPERIENCE
Bankruptcy-related acquisition representations include:
- Simon Property Group, as the largest owner of the joint venture that purchased substantially all of the assets of the apparel and accessories brand Aéropostale; and
- An affiliate of KKR in its acquisition of Angelica Corporation, a Georgia-based provider of textile rental and linen management services to the U.S. healthcare market.
Complex bankruptcy-related litigation representations include:
- California Public Utilities Commission (CPUC) in the chapter 11 cases of PG&E Corporation and its primary operating subsidiary, Pacific Gas and Electric Company, California’s largest investor-owned public utility and the largest public utility in U.S. history to file for bankruptcy, with a reported $71.4 billion in assets and $51.7 billion in liabilities. Brian also represented CPUC in PG&E’s previous bankruptcy proceedings, including related litigation and appeals, from which PG&E emerged in 2003;
- JPMorgan Chase Funding Inc. (as successor to Bear Stearns Investment Products Inc.) in an adversary proceeding arising out of the bankruptcy cases of Thornburg Mortgage and its affiliates; and
- The second lien agent in the chapter 11 case of Sabine Oil & Gas Corporation.
Music, media and entertainment company restructurings and related matters include:
- representing the initial purchasers in connection with the Miramax film securitization;
- dick clark productions in the securitization of event television production contracts;
- a potential acquirer of the assets of MGM Films;
- a major music label in the chapter 11 case of Beyond Oblivion;
- a major music label in the chapter 11 case of Death Row Records; and
- a major music label in connection with various recording artist bankruptcies and out-of-court workouts.