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ProfessionalsElizabeth R. McColm

Elizabeth R. McColm
Partner

Tel: +1-212-373-3524
Fax: +1-212-492-0524
emccolm@paulweiss.com

+1-212-373-3524
New York

1285 Avenue of the Americas
New York, NY 10019-6064
Fax: +1-212-492-0524

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A partner in the Restructuring Department, Elizabeth McColm specializes in the areas of corporate restructurings and bankruptcy. She has been involved in major restructurings and bankruptcies representing debtors, creditors and acquirers of assets. Elizabeth’s recent creditor matters include advising key stakeholders in the restructurings of Denbury Resources, Seadrill, Dean Foods, David's Bridal, Country Fresh, FULLBEAUTY, Pacific Drilling, GenOn, Armstrong Energy, Ultra Petroleum and SquareTwo Financial, and her noteworthy debtor representations include Pioneer Energy, The Bon-Ton Stores and Noranda.

Awards and Recognitions

Elizabeth is widely recognized as a leading restructuring practitioner, including by Chambers USA and IFLR1000. She is listed as a “Leading Lawyer” by The Legal 500, in which clients note that Elizabeth “has strong expertise in her field” and “has an art for handling difficult personalities to reach consensus,” and she is named in Lawdragon’s inaugural list of “500 Leading U.S. Bankruptcy & Restructuring Lawyers. Elizabeth’s representations have been recognized by numerous industry publications. The M&A Advisor selected the restructuring of Pacific Drilling as the 2019 “Energy Deal of the Year” and The Bon-Ton Stores as the 2018 “Consumer Discretionary Deal of the Year (Over $100 MM). The Financial Times has “Highly Commended” Elizabeth in its annual report on “U.S. Innovative Lawyers” for her work representing certain CEVA Group lenders in the company’s restructuring.

Elizabeth co-authors with fellow Paul, Weiss partner Alan Kornberg, a chapter in the International Comparative Legal Guide (ICLG) To Corporate Recovery and Insolvency. Elizabeth also co-authored, alongside counsel Brian Bolin, the “Investment Fund Activity in Chapter 11” chapter in Americas Restructuring Review 2020 published by Global Restructuring Review. Elizabeth speaks frequently at industry events, including the Annual Wharton Restructuring and Distressed Investing Conference, American Bankruptcy Institute’s International Insolvency & Restructuring Symposium and most recently, American Bankruptcy Institute’s “2020 Complex Financial Restructuring Program.”

CREDITOR AND PRIVATE EQUITY SPONSOR EXPERIENCE

ENERGY

  • 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 connection with The McClatchy Company’s chapter 11 cases;
  • 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;
  • Chisholm Oil and Gas and Gastar Holdco, equity sponsors in the prearranged chapter 11 restructuring of Chisholm Oil And Gas Operating, a Tulsa, OK-based oil and gas exploration and production company;
  • 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 pending chapter 11 cases. The company’s plan provides for the restructuring of over $5.8 billion of debt and preferred equity interests;
  • An ad hoc group of senior noteholders in the prearranged chapter 11 restructuring of Hi-Crush, a fully integrated provider of proppant and logistics services used in the hydraulic fracturing of oil and gas wells. The company’s plan provided for the restructuring of over $600 million of debt, including an approximate $50 million new money capital raise and the equitization of its senior unsecured notes;
  • 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;
  • 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;
  • 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;
  • Holders of pass through certificates issued to finance two separate leveraged lease transactions of certain coal-fired power plants operated by GenOn Mid-Atlantic and NRG REMA, subsidiaries of GenOn Energy, one of the 10 largest wholesale power generation companies in the United States, in GenOn’s restructuring efforts;
  • The ad hoc committee of first lien noteholders of Armstrong Energy, a thermal coal mining company with operations in the Illinois Basin region of Western Kentucky, in an asset sale effectuated under a chapter 11 plan pursuant to which Armstrong sold substantially all of its assets to a new joint venture operated by Murray Energy Corporation;
  • 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;
  • 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 unofficial committee of second-lien debtholders of Calpine Corporation in the successful negotiation of a full payout in cash with postpetition interest and a payment premium in the company’s chapter 11 case;
  • The ad hoc committee of unsecured bank lenders and bondholders of Stallion Oilfield Services as the company reorganized and emerged from chapter 11 protection; and
  • The Official Committee of Unsecured Creditors in a plan of reorganization in the chapter 11 proceedings of Navigator Gas Transport, a maritime handler and transporter of gases. The case involved competing plans of reorganization; one proposed by the debtors and the other by the committee. The committee’s plan won the support of the creditors and was ultimately approved by the Bankruptcy Court.

SHIPPING

  • 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 obligations;
  • Oaktree Capital Management as a secured creditor in the chapter 11 case of TMT Procurement, a maritime transportation services provider in the bulk, vehicle, ore and oil sectors, including in Oaktree’s successful bids for certain VLOO vessels;
  • Agents for two lending syndicates in the Genco Shipping and Trading Limited chapter 11 case; and
  • Oaktree Capital Management with respect to the secured debt of Excel Maritime and, following an initially contentious chapter 11 case, the negotiation and confirmation of a fully consensual amended plan of reorganization.

FINANCIAL AND OTHER SERVICES

  • The senior secured lenders to SquareTwo Financial Corporation, a purchaser and manager of charged-off consumer and commercial accounts receivable, in the company’s prepackaged chapter 11 case;
  • An ad hoc group of secured lenders in a cross-border restructuring of Ceva Group, one of the world’s largest non-asset based supply chain management companies, in a two part out-of-court exchange; and
  • The ad hoc committee of bondholders of GMAC in a $28.5 billion debt-exchange offer, one of the largest exchange offers ever consummated.

OTHER

  • 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 group of first lien lenders in the out-of-court restructuring of Country Fresh, 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 group of prepetition second lien lenders in the chapter 11 cases of FULLBEAUTY Brands, a preferred brand portfolio of plus-size women's clothing, swimsuits, accessories and home goods, and certain affiliates, which restructured more than $1.2 billion of prepetition debt through a prepackaged plan of reorganization that was 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;
  • 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;
  • An ad hoc group of holders of senior secured notes issued by Mirabela Nickel, an Australian company with nickel mining operations in Brazil, in the company’s restructuring efforts and Australian receivership proceeding;
  • An indenture trustee and certain noteholders of Algeco Scotsman Global Finance, a global business service provider, 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;
  • The senior secured lenders to Australian-based Nine Entertainment, an Australian media company with holdings in radio and television broadcasting, newspaper publications and digital media, in the restructuring of more than AU$2 billion of debt by means of a scheme of arrangement under which the lenders became the principal equity holders of the reorganized company;
  • The official committee of unsecured creditors of Tronox, one of the largest global titanium dioxide producers, in a hotly contested two year bankruptcy in which the company restructured through a complex settlement of its substantial environmental liabilities, raised $550 million in exit financing and successfully emerged from bankruptcy at the beginning of 2011;
  • 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;
  • The ad hoc group of senior subordinated bondholders of Simmons Bedding Company in the company’s prepackaged chapter 11 filing;
  • The bondholder group of Holley Performance Products in the company’s restructuring; and
  • The ad hoc bondholder committee of Tyco International (including several prominent investment funds) in their suit against Tyco over the spin-off of its Electronics and Healthcare divisions.

COMPANY EXPERIENCE

  • Pioneer Energy, 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 provided for a balance sheet reducing Pioneer’s funded debt of $475 million and injecting approximately $120 million of new capital into the company, effectively enabling the company’s emergence from chapter 11 as a going concern and preserving over 1,000 jobs;
  • 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;
  • The Bon-Ton Stores, a national department store retailer, in its chapter 11 cases in Delaware, including the sale of substantially all of its assets under section 363 of the Bankruptcy Code;
  • Noranda Aluminum, a leading U.S. producer of primary aluminum and aluminum foil products, and its wholly owned subsidiaries in their chapter 11 cases;
  • Boart Longyear Limited, a Utah-based global supplier of drilling services, drilling equipment and performance tooling, in its recapitalization by Centerbridge Partners, L.P., a New York-based private equity firm;
  • JW Aluminum, a manufacturer of flat-rolled aluminum products, in its recapitalization;
  • School Specialty, one of the largest suppliers of supplemental educational products, equipment and standard based curriculum, in all aspects of its chapter 11 case;
  • Quiznos, a quick serve restaurant franchisor, in its out-of-court debt restructuring of over $1 billion of secured debt and new capital raise which required one hundred percent first and second lien lender consent;
  • Houghton Mifflin Harcourt, a leading textbook publisher, and its affiliates in their prepackaged chapter 11 cases involving the restructuring of over $3 billion in debt;
  • The Penn Traffic Company, a leading U.S. food retailer and wholesaler, in its chapter 11 case; and
  • The Warnaco Group, a major international apparel company, its chapter 11 case.

Elizabeth currently serves on the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association.

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