Kramer Levin Naftalis & Frankel LLP regularly represents groups of creditors in the largest and most complex bankruptcy cases across the nation.  Through our regular representation of official committees of unsecured creditors and equity holders, unofficial creditor groups, bondholders and indenture trustees, the firm utilizes its experience and expertise to maximize recoveries to stakeholders and bridge gaps among diverse constituencies.

Kramer Levin believes that to be effective, creditor groups must take an active role in a restructuring or bankruptcy case.  Through a combination of careful analysis, aggressive litigation and detailed negotiation, committees creidtors that retain the firm quickly realize that their interests are thoroughly protected by advocates who are able to take the lead role necessary to bring a chapter 11 case towards an expeditious resolution.  Committees represented by Kramer Levin have proposed and confirmed plans of reorganization, prosecuted viable estate causes of action, negotiated and litigated inter-creditor disputes, successfully challenged confirmation of non-consensual plans, terminated exclusivity to propose alternative creditor-sponsored plans and exponentially increased creditor recoveries.  We are particularly adept at representing official committees that are comprised of diverse creditors including bondholders, indenture trustees, banks, trade claimants, unions, pension funds, landlords and individuals.

Kramer Levin has represented committees and multiple creditors in many of the largest and most complex restructurings and bankruptcy proceedings in recent years, including the official unsecured creditors’ committees of Dura Automotive Systems, Dana Corporation, Genuity, Inc., Leap Wireless, Adelphia Business Solutions, Bethlehem Steel, Big V, Vlasic Foods International, Pinnacle Towers, SGL Carbon, DeGeorge Financial Corporation, Omni Facilities, Morris Materials, Paging Network, Inc., London Fog, Olympia & York, Integrated Resources and Eastern Airlines. The firm currently represents or in the past has represented the official committee of equity holders in Footstar, Inc. and W.R. Grace, and certain bondholders in Calpine Canada Finance ULC II, Sea Containers Ltd., Calpine Construction Finance Corporation (second lien bonds), Adelphia Communications Corporation (FrontierVision Bonds), Asarco, Intelsat, WCI Steel, WorldCom, NorthWestern Corporation and WHC Corporation. In addition, Kramer Levin regularly is chosen as counsel to numerous agents and secured lenders in connection with chapter 11 proceedings. Representative agent bank, indenture trustee or bank group assignments include M. Fabrikant & Sons, Inc., Performance Transportation Services, Inc., Owens Corning, Northwest Airlines, United Air Lines, National Energy & Gas Transmission Corp., Mediq, Precision Custom Coating, Penn Fashions, Friedman’s Jewelers, Inc. and Jitney Jungle.

Recent representations of the Official Committees and Other Creditor Representations team include:

• Dana Corporation — Kramer Levin represented the official committee of unsecured creditors of Dana Corporation which included unions, trade creditors and bondholders, a leading supplier of automotive parts to every major vehicle producer in the world. During the case, we addressed (and where appropriate, litigated) numerous issues impacting creditor recovery and the ability of Dana to successfully reorganize its business. Such issues include the 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 liabilities, negotiations with customers and suppliers, and other issues common to automotive suppliers. In December 2007, the Bankruptcy Court confirmed Dana’s plan of reorganization, which received overwhelming creditor support.
• Calpine — We represented Harbinger Capital Partners, Calpine’s single largest creditor, in Calpine’s successful reorganization and restructuring of over $17 billion in debt. We were active in all aspects of Calpine’s chapter 11 case on Harbinger’s behalf, including Plan negotiations, settlements of significant claims relating to Calpine’s numerous bond issuances and resolution of corporate governance issues for reorganized Calpine. Our efforts on Harbinger’s behalf were a key component to Calpine's successful emergence from bankruptcy on January 31, 2008, prior to the expiration of its commitment for exit-financing. In addition, we represented an ad hoc group of bondholders, including Harbinger, of Calpine Canada Finance ULC II (a Calpine Canadian subsidiary) in the Calpine U.S. bankruptcy case in the United States as well as the parallel restructuring proceedings in Canada, which ultimately resulted in the payment of our client’s claims in full, including postpetition interest and a negotiated make-whole.
• ASARCO LLC — Kramer Levin represents Harbinger Capital Partners Fund I Ltd. and Citigroup Global Markets, Inc. as holders of two thirds of the outstanding bonds in the chapter 11 reorganization of this $1.5 billion (revenues) copper mining company.
• 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 have addressed and continue to address 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.
• Sea Containers Ltd. — In the cross-border reorganization of Sea Containers Ltd., Kramer Levin represents five creditors who collectively hold a majority of all trade and bond debt. Sea Containers, a Bermuda-based chapter 11 debtor with more than 100 wholly-owned foreign and US subsidiaries, primarily engages in the maritime container leasing business, and has other interests in a diverse set of industries, including container manufacture and repairing, property investment, perishable commodity production and sales, and publishing. In connection with this representation, Kramer Levin is advising the group on the likely effect, enforceability and calculation of foreign pension claims in the Debtors’ United States bankruptcy case, as well as the validity and priority of complex cross-border intercompany claims. In addition, we are advising the group on potential plan of reorganization structures.
• Adelphia — Kramer Levin 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. Kramer Levin 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, all of which resulted in a favorable settlement for the FrontierVision Noteholders.
• Intelsat, Ltd. — Kramer Levin represented a steering committee of Intelsat bondholders who collectively held $1.978 billion of notes issued by Intelsat or its affiliates. This representation focused on the enforcement and/or protection of each noteholder’s rights concerning the February 2008 change of control of Intelsat and the related change of control offer. Less than a month after the February 2008 change of control, Intelsat made the first of a series of three change of control offers allowing bondholders to put their bonds to Intelsat at 101%. Working with our clients, we organized Intelsat's bondholders holding over $3.5 billion in opposition to any consent solicitation to amend the indentures. The result of this representation is significant in light of Intelsat's prior completion of a consent solicitation to amend the “Change of Control” provisions contained in the Company’s secured bank facilities and market rumors that Intelsat was also considering a similar solicitation with respect to the bonds.
• Owens Corning — Kramer Levin represented 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 asbestos-related 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 — Kramer Levin represents the Official Committee of Equity Security Holders of W.R. Grace, a multinational group of companies that specializes in specialty chemicals and materials businesses throughout the world. W.R. Grace’s highly publicized entry into chapter 11 was precipitated by a recent wave of asbestos-related litigation.
• M. Fabrikant & Sons, Inc. — Kramer Levin represents the agent for a large group of distressed investors who purchased the prepetition secured debt of M. Fabrikant & Sons, Inc. Fabrikant is one of the world’s largest manufacturers and distributors of diamonds and jewelry. Fabrikant’s operations were world-wide, with direct and indirect subsidiaries located in 10 countries and, as of July 2005, sales of over $350 million. As of the petition date, Fabrikant had approximately $160 million of outstanding senior secured debt. On behalf of the distressed investors, Kramer Levin negotiated the purchase of all of Fabrikant’s operating assets at public auction. The acquisition was implemented by a credit bid of a portion of the investors’ secured debt. In connection with this sale, Kramer Levin also assisted in the creation of operating companies and the negotiation of key strategic relationships to maximize the value of the acquired assets. Finally, Kramer Levin took the lead in negotiating a consensual resolution of potential avoidance action claims asserted by Fabrikant’s creditors’ committee. These negotiations culminated in the filing of a consensual chapter 11 plan by the distressed investors, the creditors’ committee, and Fabrikant.
• 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.
• United Airlines — We represent Citigroup, Goldman Sachs, Franklin Mutual, UMB and HSBC as holders and indenture trustees of LAX and SFO municipal airport bonds in appellate valuation litigation concerning United’s property at SFO and LAX airports.
• Northwest Airlines — We represented Citigroup and Bank of New York as holder and indenture trustee for JFK and Wayne County municipal airport bonds in lease recharacterization litigation and chapter 11 plan negotiations with Northwest Airlines. We negotiated a successful settlement of Northwest’s treatment of our client’s bonds at more than four times the original offered value to bondholders under Northwest’s initial plan after less than 6 weeks of litigation and negotiations.
• DOV Pharmaceutical, Inc. — We represented an ad hoc group of holders of convertible subordinated debentures of DOV Pharmaceutical, Inc., a biopharmaceutical company focused on the discovery, acquisition and development of novel drug candidates for central nervous system disorders. We negotiated a successful out-of-court restructuring of the $70 million convertible subordinated debentures that enabled the holders to receive the equity of the company and avoid a chapter 11 filing.
• CCFC — We represented 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”), a non-debtor subsidiary of Calpine Corporation. On behalf of the group, we negotiated a global restructuring of the second lien indenture and certain intercompany issues between CCFC and Calpine that enabled CCFC to avoid a bankruptcy filing and keep the second lien bonds in place without any reduction to the interest rate.
• 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.
• Bethlehem Steel Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors of Bethlehem Steel Corporation, the country’s second largest integrated steelmaker. The Committee was comprised of several indenture trustees, trade creditors, the USWA and the PBGC.
• Footstar, Inc. — Kramer Levin represented the Official Committee of Equity Security Holders of Footstar, Inc., one of the largest discount/family footwear retailers in the United States. Working with a few large equity holders, Kramer Levin organized an ad hoc committee and then successfully petitioned the United States Trustee for the appointment of an Official Equity Committee. We have worked closely with the Debtors in connection with the complex and contentious litigation with Kmart. In December 2004, the Debtors proposed a plan that, if confirmed, will pay creditors in full and reinstate all equity interests.
• Enron — In the Enron bankruptcy, Kramer Levin represents investors holding over $1.2 billion in lender claims against Enron, known as the “Choctaw/Zephyrus Holders.” Through our 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. Kramer Levin continues to represent the Choctaw/Zephyrus Holders in the Enron plan consummation process to ensure that their recoveries are maximized.
• Leap Wireless International, Inc. — Kramer Levin represented 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, the firm 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 — In the Adelphia Business Solutions bankruptcy, Kramer Levin represented the Official Committee of Unsecured Creditors. This telecommunications case involved a competitive local exchange carrier with over $1.4 billion in outstanding debt. Members of the Committee included bondholders, indenture trustees and trade creditors. Kramer Levin examined the debtor-in-possession financing and negotiated substantial improvements for unsecured creditors. The firm negotiated a plan of reorganization with the company and its secured creditors.
• 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.
• 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 the bankruptcy case. Members of the Committee included banks and major telecommunications trade creditors. The firm 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. Kramer Levin represents the liquidating trust in connection with the resolution of thousands of disputed claims.
• MCI and WorldCom — In three months of cutting edge 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 43-45¢ in cash and senior notes.
• Omni Facilities — Kramer Levin represented the Official Committee of Unsecured Creditors of Omni Facilities, a holding company for several commercial facility maintenance businesses that employ in excess of 2,600 employees.
• Dow Corning — 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 the negotiation of the Joint Plan of Reorganization with Dow Corning which went effective in 2004 and devoted up to $3.2 billion to resolving tort claims against
• Borden Chemicals and Plastics Operating Limited Partnership — Kramer Levin represented the Official Committee of Unsecured Creditors of Borden Chemicals and Plastics Operating Limited Partnership, which held approximately $325 million of bonds and trade debt. We were instrumental in obtaining a proposal for alternative DIP financing. The Committee, which included creditors with competing interests, resolved all issues brought before it consensually under Kramer Levin’s leadership.
• Pacific Gas & Electric Company — In the Pacific Gas & Electric Company bankruptcy case, Kramer Levin represented the bank group agent on letters of credit supporting tax-free bonds. The firm also represented 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.
• 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, we were 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.
• Aspen Marketing — In 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. The firm led the bank group through a sale and auction process that resulted in a substantial recovery for the bank syndicate.
• Big City Radio, Inc. — In 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.
• Pinnacle Towers, Inc. — Kramer Levin was heavily involved in the reorganization of Pinnacle Towers, Inc., a Real Estate Investment Trust that owns paging and cellular telephone towers across the United States. In this restructuring, we represented the second largest bondholder prior to the chapter 11 case and represented the official creditors’ committee in the case.
• Questron Technology, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of Questron Technology, Inc., a national distributor of fasteners and a provider of supply chain management solutions and inventory logistics management services.
• Big V Supermarkets, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of Big V Supermarkets, Inc., which owns and operates a chain of 35 ShopRite Stores in the New York Hudson Valley and surrounding areas. As counsel to the Committee, the firm was involved in active litigation between the company and the Wakefern Cooperative, the debtors’ principal supplier, and was involved in negotiating and developing a viable plan of reorganization and exit from the case. The Committee was comprised of bondholders, trade and other financial creditors.
• VF Brands, Inc. — Kramer Levin represented the Official Committee of Unsecured Creditors of VF Brands, Inc., the parent company of Vlasic Foods International, which, among other things, is the manufacturer and distributor of “Swanson” brand frozen foods and “Vlasic” brand pickles. 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. We worked with the debtors throughout the highly successful bidding, auction and sales process. The firm negotiated a plan of reorganization with the debtors and their secured lenders dealing primarily with the distribution of the sale proceeds.
• American Architectural Products Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors of American Architectural Products Corporation and its affiliates, which are engaged in the business of manufacturing and distributing residential and architectural windows and doors. Prior to the filing, the firm served as counsel to an ad hoc committee of note holders. As counsel to the Official Committee, Kramer Levin was actively involved in the numerous transactions to sell each of the Debtor’s businesses as a going concern. We also negotiated the liquidating plan of reorganization.
• Precision Custom Coatings — In Precision Custom Coatings, 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. We continue to represent the bank group in its ongoing relationship with the reorganized debtor.
• Paging Networks, Inc. — In Paging Networks, Inc., Krame Levin initially represented $1.2 billion in bondholders, and then the Official Committee of Unsecured Creditors, in the exchange offer/pre-negotiated bankruptcy of America’s second-largest paging company. PageNet had negotiated an acquisition agreement with Arch Wireless Communications, which had to close three months after the bankruptcy filing and which precluded diligence by any competing bidder. The firm was able to get a competing bidder sufficient diligence to make a competing bid that resulted in increased distributions to creditors without disrupting the 90-day timetable for consummation of the plan.
• Morris Material Handling — Kramer Levin represented the Official Committee of Unsecured Creditors of Morris Material Handling, which is the largest domestic manufacturer, distributor and service provider of “through the air” material handling cranes and other construction 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 — 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 graphite electrodes, 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 had been dismissed on bad faith grounds – has set the standards by which tactical chapter 11 filings are judged.
• DeGeorge Financial Corporation — Kramer Levin represented the Official Committee of Unsecured Creditors in the bankruptcy case of DeGeorge Financial Corporation, a case that involved a nationwide home-building and financing business that filed for bankruptcy protection shortly after its primary lender terminated financing. The Committee was composed of public note holders, trade creditors and individual homeowners. On behalf of the Committee, the firm proposed and negotiated a plan of reorganization which was confirmed after a heavily contentious week-long trial.
• London Fog — Kramer Levin represented the Official Committee of Unsecured Creditors of London Fog, which was comprised of holders of approximately $120 million in debt, in the reorganization of one of the leading manufacturers of rain coats and outerwear. The debtors’ plan of reorganization was confirmed in April 2001.
• Edison Brothers — Kramer Levin represented the Official Committee of Unsecured Creditors of Edison Brothers, which was comprised of holders of approximately $200 million of public notes and trade debt, in the liquidation of this 1500-store retail chain. 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. We subsequently represented the chapter 7 trustee and helped deliver more than 28 cents to creditors.
• Ponderosa Fibres — Kramer Levin represented the holders of in excess of $150 million in taxexempt bonds in connection with the chapter 11 case of Ponderosa Fibres, the owner of a recycled paper de-inking plant. 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.
• SLM International — Kramer Levin represented the Official Committee of Unsecured Creditors in SLM International, a leading manufacturer of hockey equipment and other sporting goods, in the Delaware bankruptcy of the Canadian-based company. The Committee was comprised of the holders of in excess of $80 million of senior notes and trade and litigation creditors. We were instrumental in effectuating a change in SLM’s senior management and in formulating a plan of reorganization that transferred to the unsecured creditors and a new investor group 100% of the equity and control of the reorganized company.
• Olympia & York — The Official Committee of Unsecured Creditors of Olympia & York retained Kramer Levin in this complex bankruptcy case concerning the U.S. assets of O&Y. Over the vigorous opposition of O&Y and numerous senior and secured creditor constituencies, we 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.