Debt Dialogue: June 2016
SEC Enforcement Action Highlights Need for PE Fund Advisers to Address Potential Broker-Dealer Issue
BearingPoint, Inc. — Kramer Levin represented Deloitte LLP in the successful acquisition as stalking horse of the North American Public Services business of BearingPoint, Inc. for $350 million, subject to adjustment. The firm assisted Deloitte in navigating the bankruptcy process so that the period between initial bid and closing was nine weeks.
Nortel Networks — Kramer Levin represented Radware Ltd. as stalking horse in the successful acquisition of certain of the assets of Nortel Networks and certain of its affiliates for a purchase price of approximately $18 million. Radware is a global leader in integrated application delivery solutions. Nortel designs, engineers and supports networking solutions worldwide.
Venture Holdings — Kramer Levin represented Harbinger Investments, a majority bank debt holder, in the auction and successful acquisition by the bank debt holders of Venture Holdings, LLC, a tier 1 auto supplier. Venture, and its successor-in-interest Cadence Innovations LLC, is a worldwide full-service automobile supplier, systems integrator and manufacturer of plastic components modules and systems.
Whitehall Jewellers, Inc. — Kramer Levin represented the acquirers of Whitehall Jewellers, Inc., one of the largest specialty retailers of jewelry in the United States. Kramer Levin’s clients acquired the equity of Whitehall. Prior to the acquisition, Kramer Levin’s clients provided a bridge loan to Whitehall to finance its operations during its bankruptcy case.
Video King Gaming Systems — Kramer Levin represented the majority bank debt holder in the successful acquisition of certain membership interests of VKGS LLC d/b/a Video King Gaming Systems, a supplier of electronic gaming equipment and network gaming systems.
Golden Northwest Aluminum — Kramer Levin negotiated a complex plan of reorganization pursuant to which the existing bond debt (a large portion of which was held by the acquirers) was exchanged for new bonds and equity and the new investors/acquirers provided additional funding in exchange for senior bonds and equity.
General Chemical Inc. — Kramer Levin represented the acquirer of General Chemical Inc. The acquisition was implemented pursuant to a plan of reorganization pursuant to which a portion of the bonds were converted to equity. The firm negotiated the terms of the plan with the Debtor and structured and drafted the DIP and exit financing necessary to complete the case and exit from bankruptcy.
Elite Model Management — Kramer Levin’s client was besieged with class action litigation arising out of alleged anti-competitive behavior. The firm successfully managed the sale of Elite’s business as a going concern under Section 363 of the Bankruptcy Code.
Micro Warehouse—Kramer Levin served 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. Prior to the bankruptcy filing, the firm negotiated and documented the sale of substantially all of Micro Warehouse’s domestic assets.
Key3Media Group, Inc. — Kramer Levin represented the acquirer of Key3Media. We helped structure the takeover through the purchase of two-thirds of Key3Media’s secured bank debt, the extension of a debtor-in-possession loan over the opposition of the minority banks, and the consummation of a plan after only four months in chapter 11.
Twinlab Corporation — Kramer Levin represented the acquirer of Twinlab Corporation. Pursuant to the acquisition structured by the firm, the purchaser was able to buy 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.
Glenoit Corporation — Kramer Levin represented the bank group of Glenoit Corporation and was actively involved in the sale of various operating businesses and confirmation of a viable plan of reorganization that permitted the company to reorganize around a going concern.
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 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.
Saint Vincent Catholic Medical Centers — Kramer Levin has represented these health care debtors in connection with the concurrent negotiations and sales of their extensive array of ongoing patient care programs, which included three separate nursing and rehabilitation homes, two home health agencies (a certified home health agency and long term care agency), one of New York State’s largest behavioral health hospitals (with extensive acute care and outpatient facilities), a cancer care center, an inpatient and outpatient hospice care center, and a managed care program. Each of these transfers of ongoing patient care was separately negotiated, marketed and sold. In addition, on behalf of Saint Vincent’s, Kramer Levin negotiated successful sale of historic Manhattan campus for $260 million, together with $100 million redevelopment of landmarked structure as comprehensive care facility for west Greenwich Village area to provide continuing healthcare in the community. This transaction was awarded the M&A Advisor 2012 Community Impact and Healthcare Deals of the Year and Global M&A Network 2012 Healthcare Services Turnaround of the Year.