Max M. Freedman

American Tire Distributors, Inc. (2024) — Representation of American Tire Distributors, Inc. and 12 of its debtor affiliates (“ATD”) in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. ATD operates the largest distribution network of replacement tires across North America. Prior to commencing its Chapter 11 cases, ATD had approximately $1.9 billion in funded debt, across a term loan and asset-based lending facility. ATD executed an RSA with a group of lenders holding more than 90% of their term loan and 100% of their FILO facility and commitments from the same group of lenders as well as their ABL lenders to provide debtor-in-possession financing, which included $250 million of new money commitments.

Summit Partners — Representation of Summit Partners and certain affiliated funds in the restructuring of borrower Canadian Overseas Petroleum Limited and its affiliates (COPL) under the Companies’ Creditors Arrangement Act (CCAA) in Calgary, Alberta, and Chapter 15 cases in the U.S. Bankruptcy Court for the District of Delaware, in its capacity as interim financing lender, stalking horse bidder and holder of the majority of COPL’s secured debt. COPL ran a sale and investment solicitation process under the CCAA, which is similar to a Chapter 11 Section 363 sale process, to market their businesses with Summit serving as a stalking horse. As a result of the auction process, Summit’s stalking horse bid emerged as the winning bid, and the transaction closed.

McDermott International, Ltd. — Representation of three subsidiaries of McDermott International, Ltd in their multinational cross-border restructuring. The first-of-its-kind restructuring involved three jurisdictions, England (UK Restructuring Plan), the Netherlands (Dutch WHOA), and the U.S. (Chapter 15 recognition proceedings), and resulted in the amendment and extension of $2.6 billion of secured debt and the equitization of over $1 billion in litigation claims.

Express, Inc. — Representation of Express, Inc. and certain of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. Express is a forty-year old iconic fashion brand headquartered in Columbus, Ohio with 600 stores across the United States and partnerships spanning the globe. In addition to the Express brand, the Bonobos and UpWest retail banners are included in the Chapter 11 cases. Express is a publicly traded company with over $1 billion of liabilities as of the petition date.

WeWork, Inc. — Representation of WeWork, Inc. and its debtor affiliates — the leading global flexible space provider — in their Chapter 11 cases in the United States Bankruptcy Court for the District of New Jersey. With approximately $17 billion in funded debt and lease obligations at the time of filing and posing complex, novel issues of international, regulatory and foreign law, WeWork, with over 500 entities, is one of the largest jointly administered Chapter 11 cases in history. Through its Chapter 11 cases, WeWork was able to equitize all $4.3 billion of its funded indebtedness, right size its lease portfolio and reduce future obligations by $11 billion as the result of a pioneering strategy for rent negotiations, facilitate a global settlement with numerous stakeholders and navigate complex cross-border issues.

Prima® Wawona — Representation of Prima® Wawona and certain of its affiliates (“Prima®”), which was, at the time, the largest stone fruit producer in the United States, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. Prima®, then the largest producer of stone fruit (i.e., peaches, plums, nectarines, and apricots) in the United States, entered Chapter 11 in October 2023 to address its approximately $1 billion total debt load. Pursuant to Prima®’s confirmed Chapter 11 plan, Prima® consummated an equitization transaction that transitioned ownership of Prima®’s real estate owning entity to its “PropCo” secured lenders and the ownership of its operating assets to a liquidating trust for the benefit of its “OpCo” secured lenders, and effectuated a global settlement among Prima®’s lenders, creditors and former equity stakeholders.

SmileDirectClub, Inc. — Representation of SmileDirectClub, Inc. and eight of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. SmileDirect is an industry leader in telehealth-driven clear aligner therapy with approximately $900 million in funded debt. Through its Chapter 11 cases, the Company obtained access to up to $80 million of debtor-in-possession financing and will seek to implement a going concern transaction following a comprehensive marketing process.

Wheels Up Experience Inc. — Representation of Wheels Up Experience Inc., a provider of on-demand private aviation services, in its strategic partnership with a consortium of investors led by Delta Air Lines, Certares Management LLC, Knighthead Capital Management LLC, and Cox Enterprises. The transaction provided Wheels Up with a new $500 million credit facility through a debt and equity capital raise, and allowed customers to keep all outstanding flight credits. With a greatly enhanced liquidity position, Wheels Up is poised to execute on its business plan.

Brentwood Associates — Representation of Brentwood Associates and certain of its affiliated funds (“Brentwood”) in the Chapter 11 cases of Soft Surroundings Holdings, LLC and its affiliated debtors (“Soft Surroundings”) in the United States Bankruptcy Court for the Southern District of Texas. Brentwood is a majority equity owner and holder of the second lien debt of Soft Surroundings, a lifestyle brand and retailer of women’s apparel, makeup, and home décor inspired by great Northwest. Soft Surroundings filed for Chapter 11 relief on September 10 to restructure its nearly $70 million in funded debt liabilities and to pursue a sale of its e-commerce platform in tandem with an orderly wind down of its brick-and-mortar footprint.

Whittaker, Clark & Daniels, Inc. — Representation of Whittaker, Clark & Daniels, Inc. and its debtor affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of New Jersey. Whittaker was a leading producer of talc and other industrial compounds. Whittaker filed its Chapter 11 cases with the goal of equitably and efficiently resolve all valid current and future tort claims asserted against Whittaker and its debtor affiliates.

Bed Bath & Beyond, Inc. — Representation of Bed Bath & Beyond, Inc. and 73 of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of New Jersey. Bed Bath & Beyond is the largest home goods retailer in the United States, offering everything from bed linens to cookware to home organization, baby care, and more. Bed Bath & Beyond operates hundreds of stores and employs approximately 14,000 people across North America. Through its Chapter 11 case, Bed Bath & Beyond will conduct an orderly and value-maximizing wind down of its business, while simultaneously marketing a sale of all or part of the business. Prior to the Chapter 11 filing, advised Bed Bath & Beyond on a series of complex transactions, including an underwritten public offering for up to $1 billion in proceeds and a concurrent significant amendment of its credit agreement to decelerate the debt, waive certain defaults, and upsize the FILO facility by $100 million.

Cineworld Group plc — Representation of Cineworld Group plc and 104 of its debtor affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. Publicly traded on the London Stock Exchange, Cineworld, the parent company of Regal Entertainment Group, is the second-largest cinema chain in the world, operating over 9,100 screens at nearly 750 cinemas in 10 countries worldwide. Cineworld commenced its Chapter 11 cases with approximately $5.1 billion in funded debt and commitments from an ad hoc group of prepetition lenders to provide nearly $2 billion in debtor-in-possession financing.

Aearo Technologies LLC — Representation of Aearo Technologies LLC and its debtor affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Indiana. Aearo Technologies is a market leader in the energy control space, providing custom noise, vibration, thermal, and shock protection solutions to the aerospace, commercial vehicle, heavy equipment, and electronics industries. Aearo Technologies and its non-Debtor parent 3M are defendants in the largest multi-district litigation in history, with over 230,000 personal injury claims filed related to certain historical Aearo products.

HONX, Inc. — Representation of HONX, Inc., a wholly owned subsidiary of Hess Corporation, in its successful Chapter 11 case filed in the United States Bankruptcy Court for the Southern District of Texas. HONX and its corporate predecessors had for decades been subject to thousands of asbestos-related personal injury claims in connection with HONX’s former ownership and operation of an oil refinery on St. Croix, in the U.S. Virgin Islands. HONX filed its Chapter 11 bankruptcy case in April 2022 with the goal of fully and finally resolving all asbestos-related personal injury claims that were or could be asserted against HONX and Hess in one forum, using section 524(g) of the Bankruptcy Code. HONX confirmed its plan utilizing a section 524(g) channeling injunction in less than two years at a confirmation hearing jointly presided over by Judge Alfred H. Bennett of the U.S. District Court for the Southern District of Texas and Judge Marvin P. Isgur of the U.S. Bankruptcy Court for the Southern District of Texas. Pursuant to the plan, HONX established a settlement trust, funded with up to $190 million from Hess, to satisfy all valid current and future asbestos claims, which resulted in prompt and fair compensation for claimants and finality from current and potential future asbestos tort litigation for HONX and Hess.

Nordic Aviation Capital — Representation of Nordic Aviation Capital Designated Activity Company and its subsidiaries in connection with their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Eastern District of Virginia. NAC, an Irish company, is the largest regional aircraft lessor in the world with more than 475 aircraft. With over $7.7 billion of liabilities, NAC was the largest Chapter 11 filing in 2021.