Jeffrey R. Goldfine

Liability Management Litigation

• J. Crew Group in actions brought by bondholders relating to the company’s successful drop-down IP restructuring transaction. Among other things, successfully defeated a TRO, preliminary injunction and emergencyappeal in 2017, allowing the transaction (including a consent solicitation to amend the governing Term Loan Agreement and a debt exchange) to close. In 2018, successfully reduced the case to a single valuation issue when the court granted dismissal with prejudice of all other claims; affirmed on appeal in 2019. The parties agreed to dismiss the case in 2020.
• Boardriders, Inc., owner of apparel brands Quiksilver and Billabong, represented in litigation arising from a debt financing transaction that provided over $110 million in crucial liquidity to the Company in order to weather the disruption caused by the COVID-19 pandemic. Settlement achieved.
• Neiman Marcus in lawsuits in New York and Texas state courts seeking to unwind the distribution of an international online business to equity sponsors as a fraudulent transfer. The Texas court granted Neiman Marcus’ motion to dismiss Marble Ridge’s claims with prejudice on standing grounds and denied Marble Ridge’s motion to dismiss Neiman Marcus’ counterclaims for defamation and business disparagement as violating the First Amendment under the Texas Citizens Participation Act. Affirmed on appeal. The New York court dismissed Marble Ridge’s subsequent suit for failure to comply with the indenture’s no-action requirements before filing suit.

Chapter 11 Litigation

• Neiman Marcus Group and 23 of its affiliates in its Chapter 11 bankruptcy and in related litigation proceedings, including an adversary case alleging breach of fiduciary duty and bid meddling by one of its unsecured creditors. In 2020, NMG emerged from Chapter 11, successfully completing its restructuring of over $5.5 billion of funded indebtedness in under five months and becoming the first known retailer to have restructured over $5 billion of debt. A settlement was achieved in the adversary case in 2021.
• Envision Healthcare, a KKR portfolio company, and 216 of its affiliates in the commencement of pre-arranged Chapter 11 cases and in related litigation proceedings. Reorganization plan approved in 2023.
• Invitae Corporation, a genetic testing company, and its affiliates, advising in their Chapter 11 filing and in related litigation proceedings. In 2024, Invitae confirmed its Chapter 11 Plan, closed sale to Labcorp for $239M and emerged from Chapter 11. Ongoing appeal.
• Cineworld Group plc, the parent company of Regal Entertainment Group, which is the second-largest cinema chain in the world, and 104 of its debtor affiliates in their Chapter 11 cases and in related litigation proceedings. Secured a temporary restraining order and then preliminary injunction in an adversary proceeding addressing violations of automatic stay by National Cinemedia, a contractual counterparty that provides advertising services to Cineworld, which was sending letters to competitors trying to prevent them from negotiating an alternative deal with Cineworld. Settlement achieved with National Cinemedia. Reorganization plan approved.
• M&G Chemicals Brasil and its private equity affiliates in restructuring proceedings, including adversary proceeding seeking imposition of a constructive trust over cash proceeds from sales of chemical resins consigned to debtor at time of Chapter 11 filing. Defeated secured creditor's motion to dismiss in 2018. Settlement achieved in 2019.
• Ascena Retail Group, Inc., a leading specialty retailer for women and girls, and certain of its affiliates in their prearranged Chapter 11 cases and in related litigation proceedings, including an adversary securities fraud class certification claim. Ascena commenced Chapter 11 with a restructuring support agreement (RSA) in place with its term lenders to support a reorganization around a smaller footprint. Ascena's confirmation hearing was primarily contested by two class action lead plaintiffs who sought Rule 23 certification of their class for purposes of opting out of the third party release. In 2021, the bankruptcy court confirmed Ascena's reorganization plan and Kirkland successfully defeated the securities plaintiffs' class certification motion. Reversed on appeal in 2022. Ongoing.
• Sungard AS Capital, Inc. and its affiliates in their Chapter 11 cases in the United States Bankruptcy Court of the Southern District of New York, in the fastest Chapter 11 case in history. Sungard AS obtained confirmation in less than 19 hours on May 2, 2019. In addition, Sungard AS emerged from Chapter 11 faster than any company in history—staying in Chapter 11 for less than 48 hours. Sungard AS, a provider of availability and recovery services, had approximately $1.26 billion in funded debt at the commencement of its chapter 11 cases and deleveraged by over $900 million upon emergence.
• FullBeauty Brands Holdings Corp. and its affiliates in their Chapter 11 cases in the United States Bankruptcy Court of the Southern District of New York. FullBeauty is an online plus-size apparel retailer that had $1.27 billion in funded debt at the commencement of filing. This was the first Chapter 11 case in history to obtain confirmation of a prepackaged Chapter 11 plan in less than 24 hours on February 4, 2019. FullBeauty emerged shortly thereafter on February 7, 2019.
• Acosta, Inc., a multinational sales and marketing company, in its prepackaged restructuring of $3 billion of indebtedness and in related litigation proceedings. Acosta won confirmation in 2019, just 15 days after its bankruptcy filing. At the time, it was the fastest Delaware bankruptcy for a case of its size.
• Wheel Pros, LLC and 26 of its affiliates (collectively, Hoonigan), advised in the commencement of prepackaged Chapter 11 cases and in related litigation proceedings. Hoonigan is a global designer, marketer and distributor of aftermarket automotive products, with more than 1,750 employees and a reach to millions of customers through a deep network of distributors, e-commerce and digital content. Approved reorganization plan.
• Whittaker, Clark & Daniels (WCD), counsel in a dispute over whether the company’s board of directors held the power to approve filing for Chapter 11 relief. The dispute arose out of state-court receiver’s and Official Committee of Talc Claimants' claim of exclusive power to authorize bankruptcy filing. Defeated the receiver's motion to dismiss. On appeal, the district court affirmed, holding that because the receivership order didn’t address the WCD board’s power to approve filing for bankruptcy and neither did South Carolina law, New Jersey law controlled and permitted the WCD board’s action.

Other Representative Matters

• Pegasus Capital and its portfolio company, won a total victory in an arbitration related to a joint venture. After a five-day trial, the panel unanimously sided with Kirkland, finding that respondent had violated the governing contracts, and awarded Kirkland’s client a permanent injunction against wrongful competition and approximately $40 million in monetary damages for prior breaches. The panel also uniformly rejected respondent’s counterclaims and refused to dissolve the joint venture despite repeated efforts by respondents.
• NATF America, counsel in motion for summary judgment in lieu of a complaint filed by Apple Bank for payment of a $48 million outstanding balance on its note in a securitization transaction. Following briefing and oral argument, the court denied Apple Bank’s motion in its entirety, in favor of NATF.
• Counsel to Humboldt Americas and Petra Management Limited in breach of contract litigation filed by Pacific Investment Management Company seeking repayment of an outstanding principal balance on its note in a securitization transaction. Defeated Pacific’s motion for temporary restraining order in March 2024. Settlement achieved.
• Seaport Management Development Company, LLC, a subsidiary of The Howard Hughes Corporation, in litigation concerning the electrical switchgear system at a development project in Manhattan's iconic South Street Seaport’s Pier 17. Successfully opposed defendants’ motions to dismiss. Settlement achieved.
• Darling Ingredients Inc., in connection with a dispute with the sellers of Valley Protein, Inc. regarding computation of a tax benefit arising out of the $1.1 billion transaction. Secured summary judgment and award of fees. Settlement achieved resolving all claims related to the deal.
• A portfolio company of a U.S. based private equity firm in a confidential arbitration arising from its acquisition of two companies. After the acquisition closed, numerous executives submitted “good reason” claims to obtain cash and equity under their employment agreements and equity documents. After a week-long trial and the post-trial briefing, Secured a complete victory for its client.
• Urban Compass, the nation’s largest independent real estate firm, and its founder in a trade secrets lawsuit filed in New York State Supreme Court brought by an individual claiming to be a Compass founder and seeking $200M+ in founders’ equity. Defeated the vast majority of plaintiff's claims. The remaining claims were successfully settled prior to trial.
• BC Partners in a shareholder class action filed in the Delaware Chancery Court arising out of its proposed $2.1 billion acquisition of Presidio. Defeated the plaintiffs' preliminary injunction seeking to enjoin closing of the deal. Settlement achieved in 2022.
• JELD-WEN and certain executives, defended in a securities class action filed in Virginia federal court arising from price-fixing allegations and related lawsuits. Settlement achieved in 2021.
• Bristol-Myers Squibb and its subsidiary Celgene Corporation, in litigation regarding competing breach of contract claims arising from a development agreement for a potential drug. Secured a preliminary injunction, enjoining the plaintiffs from selling or transferring the intellectual property assets associated with the drug. Settlement achieved.
• U.S. Silica, defended in litigation filed in the Delaware Court of Chancery concerning a shareholder books and records demand arising out of the company’s $750 million acquisition of EP Minerals. Plaintiff voluntarily dismissed the case.
• CEO of Benefitfocus, defending in a lawsuit brought in New Jersey federal court by ADP, alleging breaches of restrictive covenant agreements. Defeated ADP’s request for a TRO and preliminary injunction in May 2021 and appeal thereof.
• Independent directors and the CEO of Infrastructure and Energy Alternatives in shareholder litigation challenging certain equity transactions undertaken by the company. After the filing of a motion to dismiss, the plaintiff voluntarily dismissed claims against three of the five individual defendants represented by Kirkland. Settlement achieved on remaining claims.
• A private equity fund and its portfolio company, representing in an arbitration alleging breach of contract related to a joint venture.
• TPG Parish Holdings, LP, owner of an interest in UTC Laboratories, LLC, in a breach of contract action brought by former UTC employees that alleged they were entitled to various payments from UTC. The parties reached a settlement in 2019.
• Carvana Co., the leading e-commerce platform for buying and selling used cars, advising in various capital markets transactions, including an exchange offer for up to $1 billion of Carvana’s five tranches of unsecured notes and related transactions.
• IPC Systems, Inc, a leading global provider of secure, compliant communications and networking solutions for the global financial markets, in a comprehensive out-of-court restructuring. The transaction reduced IPC’s leverage by over $400 million, extended its debt maturity schedule by 5 years, and provided $125 million of new capital.