• Footstar, Inc. — Kramer Levin represented the Official Committee of Equity Security Holders of Footstar. Footstar is one of the largest discount/family footwear retailers in the United States. As of July 31, 2004, the Company operated 2,389 Meldisco licensed footwear departments nationwide in Kmart, Rite Aid and Federated Department Stores. The Company also distributes its own Thom McAn brand of quality leather footwear through Kmart, Wal-Mart and Shoe Zone stores. Kramer Levin has been intricately involved in developing and coordinating a reorganization and litigation strategy with the Debtors. In December 2004, the Debtors proposed a plan that, if confirmed, will pay creditors in full and reinstate all equity interests.
• Twinlab Corporation — Kramer Levin represented the purchaser in the successful acquisition of substantially all the assets of Twinlab, a leading manufacturer and marketer of brand name nutritional supplements sold through health and natural food stores, drug store chains and supermarkets. Pursuant to the acquisition structured by Kramer Levin, the purchaser was able to purchase the business as a going concern free and clear of liabilities related to present and future claims arising out of alleged injuries related to Ephedra-based supplements produced and marketed by the company.
• Sharp International Corporation — Kramer Levin acts as debtor’s counsel in the chapter 11 reorganization of Sharp International, a New York corporation that manufactured and distributed wrist watches, clocks, pens and mechanical pencils and supplied its products to Wal-Mart, K-Mart, Target, Service Merchandise, Ames, J.C. Penney and Montgomery Ward. Pursuant to a highly competitive auction organized by Kramer Levin, we successfully sold substantially all of Sharp’s assets and simultaneously conducted an extensive investigation into massive financial irregularities by Sharp’s former principals.
• M. Fabrikant & Sons, Inc. — Kramer Levin represents the senior secured lenders of M. Fabrikant & Sons, Inc., one of the largest manufacturers and distributors of diamonds and jewelry. Fabrikant is a world-wide business, with direct and indirect subsidiaries located in 10 countries. As of the date Fabrikant sought bankruptcy protection (in November 2006), Fabrikant had approximately $160 million of outstanding senior secured debt, and as of the fiscal year ending in July 2005, Fabrikant had sales of over $370 million. Kramer Levin is currently addressing numerous issues that could significantly impact the recovery of the bank group. These issues include possible litigation regarding fraudulent conveyances and related actions against non-debtor affiliates, possible litigation involving Fabrikant’s principals, negotiations involving Fabrikant’s business plan and investigation of potential sale opportunities.
• Friedman’s Jewelers, Inc. — Kramer Levin represented the prepetition second lien lenders of Friedman’s Jewelers, Inc. in connection with an out-of-court restructuring prior to its chapter 11 filing. Upon the filing of Friedman’s chapter 11 case, the firm represented such lender in Friedman’s bankruptcy, which resulted in a refinancing that paid Kramer Levin’s client in full. Friedman’s is one of the largest specialty retailers of jewelry in the southeastern, southwestern and midwestern United States.
• Edison Brothers — Kramer Levin represented the Official Committee of Unsecured Creditors, which was comprised of holders of approximately $200 million of public notes and trade debt, in the liquidation of this 1700-store retail chain that owned and operated apparel stores and footwear stores in forty-nine states, Puerto Rico, the Virgin Islands and Canada. The debtors had forecasted a 14 cent return to creditors. After the majority of the debtor’s assets were sold, the committee determined to convert the case to a chapter 7 liquidation. Kramer Levin represented the chapter 7 trustee, and has helped deliver more than double the expected return to creditors. Service Merchandise Company, Inc. — Kramer Levin represented a bondholder class representative holding approximately $50 million of bonds and trade claims in an avoidance action brought by the debtor, one of the nation’s largest retailers of jewelry, home goods and other product lines.
• London Fog — Kramer Levin represented the Official Committee of Unsecured Creditors, which was comprised of holders of approximately $120 million in debt, in the reorganization of this well known and leading designer, marketer and distributor of men’s and women’s rainwear and outerwear in the United States. The London Fog name is one of the most recognizable brands in the world.
• The Wiz, Inc. — Kramer Levin served as debtor’s counsel in the chapter 11 filing of The Wiz, which was one of the largest consumer electronics retailers in the Northeast. Confronted with severe liquidity problems, The Wiz was on the verge of liquidation when Kramer Levin successfully negotiated a sale of the company to a subsidiary of Cablevision Entertainment. Kramer Levin successfully concluded The Wiz’s bankruptcy cases by negotiating a confirmed liquidating plan of reorganization that paid all secured, administrative and priority claims in full, and provided a distribution to unsecured creditors.
• Levitz Furniture — Kramer Levin represented a distressed lender in connection with $35 million pre-petition, second-priority bank loan and $77 million second priority DIP loan to the largest specialty retailer of furniture in the United States, with a chain of 64 stores and 21 sales support centers located in 13 states. Through Kramer Levin’s efforts, the lender obtained payment in full at a current yield exceeding 16.5%.
• Hills Stores Corporation — Kramer Levin represented Hills Stores in its merger with Ames Stores. The merger was accomplished via a tender offer for Hill’s outstanding common and preferred stock and senior notes. Because of uncertainty surrounding whether or not the tender offer and merger would be successful and accomplished out of court, Kramer Levin was prepared to commence a chapter 11 proceeding for Hills and its affiliates.
• SLM International (“CCM Hockey Equipment”) — Kramer Levin represented the Official Committee of Unsecured Creditors, which was largely comprised of the holders of in excess of $80 million of senior notes, in connection with the Delaware bankruptcy of Canada-based SLM, a division of Sitalakshmi Group Of Mills that exported yarn and fabrics. Kramer Levin was instrumental in effectuating a change in SLM’s senior management and in formulating a plan of reorganization that transferred to the senior note holders and a new investor group 100% of the equity and control of the reorganized company.
• Buddy L. Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of this toy company in which the debtor’s assets were sold to a buyer supported by the Committee and a plan of liquidation designed by Kramer Levin provided for the prompt and efficient distribution of the proceeds to the unsecured creditors.

Construction and Manufacturing Restructuring

• CCFC— We currently represent an ad hoc group of the holders of the second lien bonds (the total amount of second lien bond exceeding $400 million) of Calpine Construction Finance Corporation (“CCFC”). On behalf of the group we have negotiated notes and amendments to the second lien indenture and expect shortly to address global restructuring issues involving CCFC and its ultimate parent, Calpine Corporation.
• Owens Corning — Kramer Levin currently represents CFSB as agent for a 47-member bank group that holds approximately $1.6 billion in unsecured debt of Owens Corning and its subsidiaries. This highly publicized bankruptcy filing was precipitated by a flood of asbestosrelated litigation. The firm represented the Banks in defeating a motion brought by Owens Corning and the tort claimants to substantively consolidate Owens Corning and its subsidiaries. Kramer Levin coordinated extensive document discovery on behalf of the Banks, took or defended more than 30 depositions, defended a 3-week trial in Federal District Court, and briefed the appeal to the U.S. Court of Appeals for the Third Circuit. We also represented the Banks before the Bankruptcy Court on all other aspects of this contested asbestos bankruptcy case.
• W.R. Grace & Co. — Kramer Levin represents the Official Committee of Equity Security Holders of W.R. Grace, a multinational group of companies that specializes in manufacturing specialty chemicals, catalysts and silica-based products used in a wide variety of industrial, consumer, biotechnology and pharmaceutical segments, as well as specialty construction chemicals, including performance-enhancing concrete admixtures, cement additives and masonry products. W.R. Grace’s highly-publicized entry into Chapter 11 was precipitated by a wave of asbestos-related litigation.
• WestPoint Stevens Inc. — Kramer Levin represents the agent for the second lien lenders in this case of a leading manufacturer, marketer and distributor of an extensive range of bed and bath products under well-known brand names, including Atelier Martex, Chatham, Grand Patrician, Martex, Patrician, Utica, Stevens, Lady Pepperell, Luxor and Vellux. The company also manufactures and sells home fashions which include Ralph Lauren, Sanderson, Glynda Turley, Simmons Beautyrest and Disney Home, and is the manufacturer of the Martha Stewart and Joe Boxer bed and bath lines.
• Omni Facility Services, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of Omni Facilities, a former holding company for several diverse commercial facility maintenance businesses (food plant sanitation, janitorial, landscaping, architectural maintenance and mechanical maintenance) that employed in excess of 2,600 employees. Kramer Levin played an instrumental role in negotiating bid procedures and purchase agreements for each of the Debtors’ business lines with strategic and financial acquirers, and negotiated a plan of reorganization pursuant to which the senior secured lenders transferred a $25 million deficiency claim and other valuable assets (including cash and causes of action) for the benefit of distributions to general unsecured creditors.
• Sharp International Corporation — Kramer Levin acts as debtor’s counsel in the chapter 11 reorganization of Sharp International, a New York corporation that manufactured and distributed wrist watches, clocks, pens and mechanical pencils and supplied its products to Wal-Mart, K-Mart, Target, Service Merchandise, Ames, J.C. Penney and Montgomery Ward. Pursuant to a competitive auction organized by Kramer Levin, Kramer Levin successfully sold substantially all of Sharp’s assets and conducted an extensive investigation into massive financial irregularities by Sharp’s former principals.
• Glenoit Corporation — Kramer Levin represented the bank group of Glenoit Corporation, an international producer and distributor of home furnishings and textiles. On behalf of the bank group, Kramer Levin was actively involved in discussions with the debtors regarding their efforts to implement a viable plan of reorganization and/or market the company’s various subsidiaries as going concerns.
• American Architectural Products Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors of American Architectural Products Corporation and its affiliates, which were engaged in the business of manufacturing and distributing residential and specialty commercial windows, doors and related products throughout the United States under a variety of brand names. Prior to the filing, Kramer Levin served as counsel to an ad hoc committee of noteholders. As counsel to the Official Committee, Kramer Levin was involved in extensive negotiations to develop a feasible plan of reorganization and assisted the Creditors’ Committee in its analysis of the debtors’ asset sale efforts.
• Questron Technology, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of Questron Technology, Inc., a national distributor of fasteners, screws, bolts, nuts, washers, fittings and plastic components, as well as a provider of supply chain and inventory management services.
• Borden Chemicals and Plastics — Kramer Levin represented the Official Committee of Unsecured Creditors of Borden Chemicals and Plastics Operating Limited Partnership, a privately owned holding company with over 50 manufacturing plants in 11 countries in North America, Latin America, Europe and Asia/Pacific. The Company specializes in manufacturing chemicals, wood composites and other building materials, foundry molds and cores, and fiber-optic cabling. Among other things, Kramer Levin was instrumental in obtaining a proposal for alternative DIP financing. The Committee, which included creditors with competing interests, resolved all issues consensually under Kramer Levin’s leadership.
• Sterling Chemical Holdings, Inc. — Kramer Levin represented institutional holders of a majority of the company’s senior secured notes in the chapter 11 case of Sterling Chemicals, one of the world’s leading producers of commodity petrochemicals, acrylic fibers and pulp chemicals and provider of large-scale chlorine dioxide generators to the pulp and paper industry.
• Morris Material Handling (M.M.H.) — Kramer Levin represented the Official Committee of Unsecured Creditors of M.M.H., the largest domestic manufacturer, distributor and service provider of electric overhead traveling cranes, monorail hoists, rail-mounted gantries, wood yard and portal cranes and associated material handling equipment. Unsecured claims represented by the Committee exceeded $230 million. As counsel to the Committee, Kramer Levin successfully negotiated a consensual plan of reorganization with the debtors and their secured lenders.
• SGL Carbon Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors in the chapter 11 case of SGL Carbon, one of the world’s largest producers of carbon, graphite and composite materials for industrial and aerospace applications which filed for bankruptcy in response to civil antitrust actions arising out of a worldwide conspiracy to fix prices in the graphite electrode market. In December 1999, the Third Circuit Court of Appeals granted an appeal filed by Kramer Levin and ordered the dismissal of the SGL bankruptcy on the ground that the chapter 11 case had been filed in “bad faith.” This precedent-setting decision — the first time a chapter 11 filing by a substantial operating company has been dismissed on bad faith grounds — has set the standards by which tactical filings are judged.
• Ponderosa Fibres of Pennsylvania — Kramer Levin represented the holders of in excess of $150 million in tax-exempt bonds in connection with the chapter 11 case of Ponderosa Fibres, the largest producer of de-inked market pulp in the world. The Bondholder Group formulated and prosecuted a creditors’ plan of reorganization, which was confirmed and consummated in mid-1999. The plan provided, among other things, for the bondholders to receive the lion’s share of in excess of $40 million that was realized from the settlement of an arbitration with the construction firm that designed and built the de-inking plant, and 100% of the equity of the reorganized company.
• Carson Products — Carson was a leading global manufacturer and marketer of ethnic and personal care products in Africa, selling over 200 products under various trade names. In three weeks, Kramer Levin closed a $73 million emergency secured loan for the company’s principal bondholder to repay a three-month acquisition loan. Integrated Resources — Kramer Levin represented an Official Creditors’ Committee comprised of the holders of in excess of $600 million of commercial paper and senior notes. The firm obtained a modification of exclusivity and led a multi-party auction process that resulted in a sale of the debtor’s assets and the creation of a new investment vehicle that yielded nearly a full recovery to senior creditors. This case resulted in a leading Southern District of New York decision on the validity of break up fees and expense reimbursements in chapter 11 cases.
• Interco Incorporated — Kramer Levin represented the Official Committee of Subordinated Bondholders in the chapter 11 case of this leading manufacturer of Florsheim and Converse shoes and Broyhill and Lane furniture. At the outset of the case, Kramer Levin successfully defeated the debtor’s proposed DIP financing arrangements, a result that was virtually unprecedented at the time. We also conducted an extensive analysis of fraudulent conveyance and equitable subordination issues that was in large part adopted by, and included in a comprehensive report prepared by the examiner appointed in the case. Renamed as “Furniture Brands” Interco is now the largest residential furniture manufacturer in the country with six of the industry’s most recognizable brand names.

Utility and Transportation Restructuring

• Dura Automotive Systems — Kramer Levin represents the official committee of unsecured creditors of Dura Automotive Systems, Inc., a leading independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive and recreations and specialty vehicle industries. At the time Dura sought the protection of the Bankruptcy Court in October 2006, it had annual sales in excess of $2.3 billion and approximately $1 billion of outstanding unsecured debt obligations. We are currently addressing numerous issues that will significantly affect the recoveries of Dura’s general unsecured creditors and Dura’s ability to successfully reorganize its business, including possible litigation regarding the perfection of the second lien
  creditors, potential divestitures of unprofitable business segments, implementation of a reasonable management incentive program, negotiations regarding key business/restructuring plan provisions, and other issues common to automotive suppliers.
• Dana Corporation — Kramer Levin represents the official committee of unsecured creditors ofDana Corporation, a leading supplier of automotive parts to every major vehicle producer in the world. For the year ending December 21, 2005, Dana recorded annual revenue of approximately $8.7 billion. We are currently addressing numerous issues that will significantly impact creditor recoveries and the ability of Dana to successfully reorganize its business. Such issues include certain large scale divestitures of unprofitable business segments, pension and other post-retirement medical benefits, intercompany claims, the appropriateness of restrictions on trading securities to preserve Dana’s NOL, potential asbestos liability, negotiations with both customers and suppliers, and other issues common to automotive suppliers.
• Performance Transportation Services (PTS) — Kramer Levin represents the agent for the first lien lenders and the DIP lenders in this bankruptcy case. PTS is the second largest hauler of automotive vehicles in North America. In connection with this representation we are currently engaged in a review of PTS’ workers’ compensation insurance, contracts with original equipment manufacturers and labor relations in the automotive industry.
• Enron Corp. — Since October 2003 Kramer Levin has represented a group of investors holding over $1.2 billion in lender claims against Enron, known as the “Choctaw/Zephyrus Holders." Through Kramer Levin’s efforts, the Choctaw/Zephyrus Holders played a critical role in the Enron disclosure statement and plan process, and negotiated an extremely successful settlement with Enron. The firm continues to represent the Choctaw/Zephyrus Holders in the Enron plan consummation process to ensure that their recoveries are maximized.
• NorthWestern Corporation — In this case, Kramer Levin represented subordinated bondholders and the indenture trustee in litigation opposing confirmation of the debtors’ initial plan of reorganization. Ultimately, we obtained a settlement valued at over $120 million -- more than four times the value provided by the initial plan. Subsequently, an ad hoc committee of creditors retained Kramer Levin to represent creditor interests in connection with distributions to be made under the Plan.
• Adelphia Business Solutions — Kramer Levin represented the Official Committee of Unsecured Creditors in this telecommunications case involving a competitive local exchange carrier with over $1.4 billion in outstanding debt. Members of the Committee include bondholders, indenture trustees and trade creditors. Kramer Levin examined the debtor-in-possession financing and negotiated substantial improvements for unsecured creditors in the terms, and negotiated a plan of reorganization with the company and its secured creditors.
• Pacific Gas and Electric Company — Pacific Gas and Electric Company is one of the largest combination natural gas and electric utilities in the United States. The company, a subsidiary of PG&E Corporation, serves approximately 14 million people throughout a 70,000-square-mile service area in northern and central California. Kramer Levin represents the bank group agent on letters of credit supporting tax-free bonds. The firm also represents the bank group agent in connection with a construction financing under a synthetic lease and the restructuring of PG&E Company’s non-regulated businesses to make certain assets bankruptcy-remote.
• Continental Energy Associates — Continental Energy was an oil and gas exploration company focused entirely on making a major oil or gas discovery. The Company had successfully acquired production sharing contracts with the Indonesian government, granting exclusive petroleum exploration and production rights for three concession areas, the Bangkudulis Block, the Bengara-II Block and the Yapen Block, totaling over 3.5 million acres. Kramer Levin attorneys counseled a group that had acquired more than 90% of $80 million in secured bank group’s claims against coal/gas co-generation partnership in chapter 11; Kramer Levin’s clients received 110 cents on the dollar in cash nine months later.
• Gaylord Container Corp. — Kramer Levin represented holders of the company’s senior and junior notes in connection with Temple Inland’s tender offer for the debt.
• Eastern Airlines, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors in this prominent and complex chapter 11 case. We were actively involved in all aspects of the case on behalf of the Creditors’ Committee, including the sale of Eastern’s shuttle operations and other significant sale transactions.

Supermarket and Food Service Restructuring

• Omni Facility Services, Inc. — Kramer Levin represents the Official Committee of Unsecured Creditors of Omni Facilities. Omni was a holding company for several diverse commercial facility maintenance businesses (food plant sanitation, janitorial, landscaping, architectural maintenance and mechanical maintenance) that employed in excess of 2,600 employees. Kramer Levin played an instrumental role in negotiating bid procedures and purchase agreements for each of the Debtors’ business lines with strategic and financial acquirers, and negotiated a plan of reorganization pursuant to which the senior secured lenders transferred a $25 million deficiency claim and other valuable assets (including cash and causes of action) for the benefit of distributions to general unsecured creditors.
• Twinlab Corporation — Kramer Levin represented Ideasphere, Inc. in the successful acquisition of substantially all the assets of Twinlab, a leading manufacturer and marketer of brand name nutritional supplements sold through health and natural food stores, drug store chains and supermarkets. The company developed, manufactured and sold vitamins, minerals, specialty supplements, sports nutrition products and diet and energy products under the “Twinlab,” “Fuel” and other brand names. Pursuant to the acquisition structured by Kramer Levin, the purchaser was able to purchase the business as a going concern free and clear of liabilities related to present and future claims arising out of alleged injuries related to Ephedra-based supplements that had been manufactured and distributed by the debtor.
• Big V Supermarkets (ShopRite Stores) — Kramer Levin represented the Official Committee of Unsecured Creditors of Big V Supermarkets, Inc., a leading regional supermarket chain which operated 35 supermarkets, principally under the ShopRite® name in the Hudson River Valley region and Westchester County in the State of New York and in central and northwestern New Jersey. As counsel to the Creditors’ Committee, Kramer Levin was involved in active litigation between the company and the Wakefern Cooperative, the debtor’s supplier, and was involved in negotiations and efforts toward developing a viable plan of reorganization. The Creditors’ Committee was comprised of bondholders, trade and other financial creditors. Through litigation and negotiation, Kramer Levin was able to terminate exclusivity, negotiate a supply agreement with a competing supplier, and propose an alternative to the debtor’s plan proposal. Through its efforts, Kramer Levin was ultimately able to reach a global resolution of the case that increased
  distributions to creditors by more than 25% of the Debtor’s original plan proposal.
• VF Brands, Inc. (Vlasic Foods International) — Kramer Levin represented the Official Committee of Unsecured Creditors of VF Brands, Inc., the parent company of Vlasic Foods International, the manufacturer and distributor of Swanson, Vlasic, Hungry-Man, Great Starts, Fun Feast, Sona & Rowats and other leading food brands manufactured and marketed in the United States, Canada and the United Kingdom. In May 2001 the debtors successfully arranged for the sale of their entire North American businesses for a price of approximately $370 million plus warrants of up to 15 percent of the acquiring entity. Kramer Levin worked with the debtors throughout the highly successful bidding, auction and sales process, and negotiated a plan of reorganization with the debtors and their secured lenders dealing with the distribution of the sale proceeds.
• Jitney Jungle — Kramer Levin represented a distressed lender in the bankruptcy of Jitney Jungle Stores of America, Inc., a leading operator of conventional supermarkets, combination food and drug supermarkets, and discount supermarkets in the southeast United States operating 198 stores located throughout Mississippi, Alabama, Louisiana, Tennessee, Arkansas and Florida. Kramer Levin’s client advanced a $50 million second mortgage lender and second priority DIP Lender and obtained payment in full 45 days into the chapter 11 case.
• Bruno’s Inc. — Kramer Levin represented Examiner Harrison J. Goldin, an examiner appointed by the bankruptcy court to investigate and report on potential causes of action in the bankruptcy case of Bruno’s Inc., an operator of a chain of Foodworld, Foodmax and Foodfair supermarkets in the Southeastern United States. Following a three-month investigation, Kramer Levin filed a 275-page report, analyzing potential fraudulent transfers, “illegal distribution” and other claims arising out of a $1.2 billion leveraged recapitalization of the company. The report served as a basis for the subsequently confirmed plan of reorganization. On appeal the District Court’s order confirming the plan of reorganization was affirmed by the Third Circuit in an opinion that relied extensively on the findings and analysis in the Examiner’s report.
• Grand Union — In three weeks, Kramer Levin negotiated and closed a $77 million “junior” bank facility extended by Quantum Fund, Swiss Bank and Angelo Gordon to The Grand Union Company, an operator of 206 retail food stores under the “Grand Union” name in New York, New Jersey, Vermont, Connecticut, New Hampshire and Pennsylvania. The loan forestalled Grand Union’s default on $596 million in unsecured debt, and was repaid in full in Grand Union’s second chapter 11 case.
• Kash n’ Karry Stores — Kramer Levin represented the debtor in the “prepackaged” bankruptcy of the Kash n’ Karry supermarket chain. The plan, which was consummated only 33 days after the debtor filed for bankruptcy, featured the conversion of a significant amount of debt to new equity, the exchange of certain senior indebtedness into new notes and the infusion of new capital into the company by certain existing shareholders.

Real Estate and Financial Services Restructuring

• Island Mortgage Network, Inc. — Kramer Levin acts as counsel to the Trustee in the chapter 11 proceedings concerning Island Mortgage, a mortgage banker and broker with over $1 billion in annual originations, and Island Mortgage’s corporate affiliates. Kramer Levin has established, through litigation and negotiation, a comprehensive procedure to sell over $90 million in mortgages in the Debtor’s portfolio, many of which are subject to competing claims, and is currently negotiating procedures to resolve disputes relating to those mortgages. Kramer Levin is also conducting Rule 2004 investigations into financial malfeasance by Island Mortgage’s former management, as well as potential claims against third parties that may have facilitated that malfeasance.
• Atlantic Gulf Communities — Kramer Levin acted as debtors’ counsel to Atlantic Gulf Communities Corporation, a developer and asset management company whose lines of business included the acquisition, development and sale of new subdivision and developed home sites, construction of vertical residential units, sales of land tracts and residential construction and sales, mortgage portfolio management and environmental services. Prior to the company’s bankruptcy filing, Kramer Levin successfully negotiated a restructuring plan to be implemented through the chapter 11 process with the debtors’ pre-petition secured lenders and preferred stockholders.
• FINOVA Capital Corporation — Kramer Levin represented a member of the FINOVA creditors’ committee who was the largest creditor of the debtor’s holding company. FINOVA Group, Inc., provided secured financing to commercial and real estate enterprises under financing contracts, revolving credit facilities, term loans and equipment and real estate financing to middle-market business. Kramer Levin helped double the return to the parent company creditors.
• DeGeorge Financial Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors in this case that involved a nationwide home-building and financing business that provided a combination of financing, support services and materials required by construction lenders and mortgage financing institutions. The Committee was composed of public noteholders, trade creditors and individual homeowners. On behalf of the Creditors’ Committee, Kramer Levin proposed and negotiated a plan of reorganization that was confirmed after a heavily contentious multi-week trial.
• Vencor/Ventas — Ventas, Inc. was one of the nation’s leading healthcare real estate investment trusts, owning 31 senior housing facilities, 41 hospitals, 201 skilled nursing facilities and 19 other healthcare and senior housing facilities containing approximately 33,300 licensed beds and senior living units located in 39 states throughout the country. Kramer Levin advised major debt and equity investors prior to and during the chapter 11 cases and consulted investors regarding health care bankruptcy issues.
• Cityscape Financial Corp., f/k/a Mandi of Essex, Ltd. — Kramer Levin represented a committee of subordinated noteholders in connection with Cityscape’s “prepackaged” bankruptcy plan of reorganization. The Company was a consumer finance company in the business of originating, purchasing, selling and servicing mortgage loans secured primarily by family residences. The firm negotiated a restructuring that converted all of Cityscape’s debt into equity and participated in documenting a prepackaged plan of reorganization, including a pre-petition voting agreement with the debtor and the senior debt holders.
• Olympia & York — Kramer Levin represented the Official Creditors’ Committee in this complex bankruptcy case concerning the U.S. assets of O&Y, a Canadian commercial real estate company focused on ownership, management and development of high-quality office buildings that directly or indirectly owned a portfolio of 18 office properties representing 7.4 million square feet in six Canadian markets. Over the vigorous opposition of Olympia & York and numerous senior and secured creditor constituencies, the firm formulated a strategy that effectively blocked the debtors’ non-negotiated plan of reorganization and related settlement agreements and provided the basis for a negotiated plan that significantly enhanced the recovery to unsecured creditors.
  

Media, Marketing and Entertainment Restructuring

• Elite Model Management Corporation — Kramer Levin acts as counsel to Elite Model Management Corporation. Elite’s business primarily consists of locating, developing and representing professional fashion models and managing, advising, counseling, promoting and negotiating on behalf of models in the entertainment, print media, photography, advertising, industrial exhibition, runway, live show, video, internet, film, and other industries. In August 2004, Kramer Levin successfully managed the sale of the Elite business under Section 363 of the Bankruptcy Code.
• Cross Media Marketing Corporation — Kramer Levin acts as counsel to Cross Media Marketing Corporation, a substantial seller of magazine subscriptions to end-users through direct and crosschannel marketing. The company solicits the sale of multi-magazine subscription packages, collectibles, lifestyle products, and the sale of customer data primarily through outbound telemarketing as well as personalized e-mail messages and newsletters. Kramer Levin currently represents Reorganized Cross Media, the successor-in-interest to Cross Media, and is in the process of assisting in the wind-down of the estate.
• Micro Warehouse, Inc. — Kramer Levin acted as counsel to Micro Warehouse, one of the country’s largest specialty catalog and online retailers and direct marketer of brand name personal computers, software, accessories, peripherals and networking products to commercial and consumer customers with operations in the United States, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Holland, Japan, Mexico, Norway, Sweden, Switzerland and the United Kingdom. Prior to the bankruptcy filing, Kramer Levin negotiated and documented the sale of substantially all of Micro Warehouse’s domestic assets.
• Aspen Marketing — Kramer Levin represented the agent for the bank group in a successful out of court restructuring of this direct marketing company that provided a range of marketing communications, specialist printing and communications services. In the restructuring, the bank group acquired 100% of the voting equity of the company. Kramer Levin led the bank group through a sale and auction process that resulted in a substantial recovery for the bank syndicate.
• Key3Media Group, Inc. — Kramer Levin represented Thomas Weisel Partners in its acquisition of Key3 Media, the owner of ComDex and a producer, manager and promoter of a portfolio of tradeshows, conferences and other information technology events with operations in the United States, Canada, Europe and Japan. Kramer Levin helped structure the takeover through the purchase of two-thirds of Key3 Media’s $80 million secured bank debt, the extension of a debtorin-possession loan over the opposition of the minority banks and the consummation of a plan after only four months in chapter 11.
• Big City Radio, Inc. — Kramer Levin represented a group comprised of the holders of in excess of 80% of the public debt of Big City Radio, one of the nation’s largest owner/operators of Hispanic format radio stations. As a result of an orderly, out-of-court liquidation, bondholders were paid in full with interest.
• Financial News Network — Kramer Levin represented the Official Creditors’ Committee, which consisted primarily of equipment lessors holding approximately $150 million of debt. The case commenced with the emergency sale of the debtor’s cable television network to CNBC after a heated bidding war between CNBC and Dow Jones. The sale process resulted in significant litigation at the bankruptcy and appellate court levels, including Kramer Levin’s successful appeal of a decision of the bankruptcy court to prematurely close the bidding process. As a result of that appeal, the Creditors’ Committee obtained significant enhancements to the purchase price that enabled creditors to be paid in full. This case produced the leading Second Circuit authorities on auction and sale procedures in bankruptcy cases. The case also involved the intersection of FCC, antitrust and bankruptcy issues.
• Marvel Entertainment — Kramer Levin represented Dickstein Partners, L.P., a major purchaser of Marvel bank debt, ToyBiz shares and reorganized Marvel, a diversified, youth entertainment company featuring more than 3,500 characters and other major sports and entertainment properties.

Telecom and Technology Restructuring

• Adelphia — Since November 2005, Kramer Levin has represented an ad hoc committee made up of 20 noteholders holding approximately $350 million of notes issued by FrontierVision, a subsidiary of Adelphia. Adelphia was sold to Time Warner and Comcast for a record sale price of over $17 billion. In representing one of only three classes of creditors that may not be paid par plus accrued postpetition interest, Kramer Levin has conducted an active litigation on behalf of the FrontierVision Noteholders on the critical issues of validity and priority of intercompany claims, allocation of the value from the Time Warner sale between debtor groups, substantive consolidation and plan confirmation.
• WorldCom, Inc. — One of the world’s largest global communication companies, providing a broad range of services in over 200 countries on six continents, WorldCom was one of the largest and most complex bankruptcy cases ever filed. In three months of litigation against the substantive consolidation of MCI and WorldCom, Kramer Levin boosted the recovery of 30,000 holders of $750 million in MCI subordinated notes from zero under WorldCom’s original plan to a 43-45¢ recovery in cash and senior notes.
• Leap Wireless International, Inc. — Kramer Levin represents the Official Committee of Unsecured Creditors of Leap Wireless International, Inc., the holding company of Cricket Communications, Inc., one of the largest wireless carriers in the country. Prior to Leap’s bankruptcy, Kramer Levin represented an ad hoc committee of Leap’s noteholders in connection with their investigation of alleged fraudulent conveyances made by Leap, as well as in connection with negotiations concerning a pre-negotiated plan of reorganization, which was filed on the first day of the bankruptcy case.
• Adelphia Business Solutions — Kramer Levin represented the Official Committee of Unsecured Creditors in this telecommunications case involving a competitive local exchange carrier with over $1.4 billion in outstanding debt. Members of the Committee include bondholders, indenture trustees and trade creditors. Kramer Levin examined the debtor-in-possession financing and negotiated substantial improvements for unsecured creditors in the terms, and negotiated a plan of reorganization with the company and its secured creditors.
• Genuity, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of Genuity Inc., an internet infrastructure company whose primary assets were sold to Level 3 Communications in its bankruptcy case. Members of the Committee include banks and major telecommunications trade creditors. Kramer Levin represented the Committee in negotiations with Level 3 Communications in connection with this complex sale. We played a lead role in the negotiation of the significant intercreditor issues that determined the allocation of approximately $1 billion in cash held by the debtors’ estates. The firm continues to represent the GLT Liquidating Trust (the successor in interest to Genuity, Inc.) in its claim resolution efforts.
• PacCoin — Kramer Levin represented the agent for the bank group in the out of court restructuring of PacCoin, one of the largest managers of pay phones in the United States.
• Pinnacle Towers III Inc. — Prior to the petition date, Kramer Levin represented the second largest bondholder, and subsequent to the petition date, represented the official creditors’ committee in the chapter 11 case of Pinnacle Towers, Inc., a leading independent provider of wireless communications sites in the United States with a focus on renting space on communications sites to providers of wireless communications services, such as personal communication services, cellular, paging, specialized mobile radio, enhanced specialized mobile radio, wireless data transmissions and radio and television broadcasting.
• Paging Network, Inc. (PageNet) — Kramer Levin initially represented $1.2 billion in bondholders, and then the Official Committee of Unsecured Creditors, in the exchange offer/prenegotiated bankruptcy of the second-largest paging company providing wireless communication services throughout the United States and in the U.S. Virgin Islands, Puerto Rico and Canada. PageNet had negotiated an acquisition agreement with Arch Wireless Communications, which was required to close three months after the bankruptcy filing and which precluded diligence by any competing bidder. Kramer Levin was able to get a competing bidder sufficient diligence to make a competing bid that resulted in increased distributions to creditors (and lower distributions to shareholders) without disrupting the 90-day timetable for consummation of the plan.
• MobileMedia — Kramer Levin represented Whippoorwill Associates, MobileMedia’s second largest bondholder, in negotiating standby underwriting of securities to be issued by Arch Communications to fund its acquisition of MobileMedia through plan reorganization.

Steel Industry Restructuring

• WCI Steel, Inc. — In WCI Steel, Inc., Kramer Levin represented the holders of $300 million in senior secured notes issued by WCI Steel, the nation’s seventh largest integrated steelmaker. After terminating exclusivity and defeating two plans filed by the debtor and its shareholder, Ira Leon Rennert, Kramer Levin confirmed a Noteholder plan with the unprecedented support of the United Steelworkers of America. The Noteholder plan gave our clients $100 million in new notes, cash to pay legal fees and expenses, and 99% of the equity of the reorganized company. The Noteholder plan also left Mr. Rennert with responsibility for WCI’s pre-bankruptcy underfunded pension plan. The old Notes, which traded in the 20s upon WCI Steel’s default in 2003, were trading at about par at the consummation of the Noteholder plan.
• WHX Corp. — Kramer Levin represented the owner of Wheeling-Pittsburgh Corporation, the country’s ninth-largest integrated steel maker, in its second chapter 11 reorganization.
• Bethlehem Steel Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors of Bethlehem Steel Corporation, the country’s second largest integrated steel maker. The Committee was comprised of several indenture trustees, trade creditors, the USWA and the PBGC. Bethlehem Steel manufactured and sold a wide variety of steel mill products including hotrolled, cold-rolled and coated sheets, tin mill products, carbon and alloy plates, rail, specialty blooms, carbon and alloy bars and large diameter pipe. Its principal markets included automotive, construction, machinery and equipment, appliance, containers, service centers, rail and pipe.
• Precision Custom Coating — Kramer Levin represented the bank group and advised the banks with respect to the extension of DIP financing and negotiated the terms of a potential sale of the debtor, a potential exit facility and the terms of the plan of reorganization. The firm continues to represent the bank group in its ongoing relationship with the reorganized debtor.

Health Care Restructuring

• Dow Corning Corporation — Kramer Levin represented the Official Committee of Tort Claimants in one of the largest mass tort bankruptcy cases filed to date in which tort claimants asserted billions of dollars in personal injury claims against Dow Corning arising from the manufacture and sale of silicone breast implants. The case involved complex litigation in the bankruptcy court, district court, Sixth Circuit and U.S. Supreme Court regarding, among other things, plan and disclosure statement objections, withdrawal of the reference, transfer and abstention issues, and exclusivity. These litigations resulted in confirmation of the Joint Plan of
  Reorganization with Dow Corning that devoted $3.2 billion to resolve tort claims against Dow Corning. Following extensive appeals, the Plan went effective in September 2004. The case dealt extensively with claims by the government, physicians, private health insurers, foreign and domestic tort creditors and every category of commercial and trade claims. Dow is a leader in science and technology, providing innovative chemical, plastic and agricultural products and services to many essential consumer markets. With annual sales of $40 billion, Dow serves customers in 175 countries and a wide range of markets that are vital to human progress: food, transportation, health and medicine, personal and home care, and building and construction, among others.
• Organogenesis — Kramer Levin represented the majority equity holders of this Cambridge, Massachusetts based bio-tech company in connection with a hostile “re-acquisition” of the Debtor, which was consummated through a confirmed chapter 11 plan. The Company’s principal activities were designing, developing and manufacturing medical products containing living cells and/or natural connective tissue and manufacturing mass-produced product containing living human cells. (Products included living skin substitutes, soft tissue reinforcement applications, and wound dressings.)
• Coram, Inc. — Coram Healthcare provided specialized home infusion therapies and services though its more than 70 branches throughout the U.S. and in Canada including parenteral and enteral nutrition, hemophilia and blood products, anti-infective services, pain and symptom management, care for transplant patients and a number of disease-specific therapies. Kramer Levin represented the Independent Restructuring Advisor Harrison J. Goldin in connection with the court-ordered investigation and report on alleged breaches of fiduciary duty and other improprieties relating to the formulation and prosecution of the debtors’ plan of reorganization that the bankruptcy court refused to confirm.
• MEDIQ Incorporated — Kramer Levin represented the senior lender group in this pre-negotiated chapter 11 case of one of the nation’s largest providers of medical equipment. The plan of reorganization, which was confirmed in May 2001, restructured the company’s debt and converted a portion of the pre-petition debt into 65% of the reorganized company’s equity. The senior lender group, consisting of 26 lenders, also provided DIP financing to the debtor. On behalf of the senior lenders, Kramer Levin actively negotiated the terms of the debtor’s plan of reorganization and was largely responsible for the documentation of the plan-related documents, including a new postbankruptcy credit facility.
• Vencor/Ventas — Kramer Levin advised major debt and equity investors prior to and during the chapter 11 cases and consulted investors regarding health care bankruptcy issues. The company was one of the nation’s leading healthcare real estate investment trusts, owning 31 senior housing facilities, 41 hospitals, 201 skilled nursing facilities and 19 other healthcare and senior housing facilities containing approximately 33,300 licensed beds and senior living units located in 39 states throughout the country.