Allyson B. Smith

Summit Partners — Represented 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.

BP Commercial Funding Trust Series SPL-X — Represented several commercial funding trusts affiliated with BasePoint Capital (“BasePoint”), a New York-based diversified specialty finance group, as DIP lender and stalking horse purchaser in the Chapter 15 cases of NextPoint Financial Inc. (“NextPoint”) to obtain recognition of proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). The representation resulted in BasePoint’s successful acquisition of Liberty Tax and Community Tax from NextPoint through a reverse-vesting order following a CCAA sale and investment solicitation process.

Yellow Corporation — Representing Yellow Corporation and certain of its subsidiaries (“Yellow”) in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. With its family of brands, including YRC, Reddaway, Holland, and Yellow Logistics, Yellow was a storied trucking and logistics company with a 100-year history and one of the largest less-than-truckload networks in North America. Yellow entered Chapter 11 with approximately $1.2 billion in prepetition funded debt. Yellow secured a $1.525 billion stalking horse bidder for its owned real estate assets and, through its Chapter 11 cases, will conduct a marketing and sale process for some or all of its real estate and rolling stock assets, followed by an orderly liquidation of any remaining assets.

Center for Autism and Related Disorders, LLC — Represented Center for Autism and Related Disorders, LLC (“CARD”) and four of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. CARD is one of the nation’s largest treatment providers for individuals diagnosed with autism spectrum disorder. Prior to filing for Chapter 11, CARD entered into a stalking horse asset purchase agreement for a going-concern sale of substantially all of CARD’s assets. CARD intends to use the Chapter 11 cases to run a competitive sale and bidding process to maximize enterprise value. CARD entered the Chapter 11 cases with a new money, delayed draw term loan debtor-in-possession financing facility from the company’s prepetition credit facility lenders.

Performance Powersports Group Investor, LLC — Represented Kinderhook Industries, LLC (the private equity sponsor, DIP lender, and stalking horse purchaser) in the Chapter 11 cases of Performance Powersports Group Investor, LLC and its affiliated debtors in the United States Bankruptcy Court for the District of Delaware. Performance Powersports Group is a producer of high-quality, light-to-middle weight powersports equipment, including utility task vehicles (UTVs), all-terrain vehicles (ATVs), go-karts, and mini-bikes. At the time of filing, Performance Powersports Group had $52 million in funded debt, claims in excess of $70 million from trade creditors, and was subject to ongoing litigation with a trade vendor. Despite opposition to both the final DIP order and sale transaction from the U.S. Trustee and Official Committee of Unsecured Creditors, Kinderhook’s $73 million bid for the assets of Performance Powersports Group was approved, including broad releases via the final DIP order. The sale transaction closed less than a week later.

Voyager Digital Holdings, Inc. — Represented Voyager Digital Holdings, Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York. Voyager Digital is one of the largest cryptocurrency platforms in the world, allowing customers to buy, sell, trade, and store more than 100 cryptocurrencies and supporting over $1.3 billion in aggregate cryptocurrency holdings on the platform. Voyager’s Chapter 11 cases mark one of the first restructurings of a major cryptocurrency company. 

Carlson Travel, Inc. — Represented Carlson Travel, Inc. and 37 of its affiliates (“CWT”) in the fastest cross-border prepackaged restructuring transaction to date. On November 12, 2021, the U.S. Bankruptcy Court for the Southern District of Texas entered an order confirming CWT’s prepackaged Chapter 11 plan of reorganization, just 18 hours after commencing bankruptcy proceedings. CWT is a leader in business travel management with over 12,000 employees and operations in 140 countries and territories around the world. As a result of the restructuring, CWT eliminated almost $900 million of its $1.6 billion of debt, secured access to $775 million of exit facilities and a $350 million equity investment, and preserved the entirety of its worldwide employee base. 

Alex and Ani, LLC — Represented Alex and Ani and eight of its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. Alex and Ani entered bankruptcy with approximately $127.4 million of funded debt and the support of 100% of each tranche of its funded indebtedness and 100% of its equityholders, including private equity sponsor and majority equity owner Lion Capital. The RSA contemplates a dual track plan and marketing process that will completely delever the company’s balance sheet, as well as a global settlement with the company’s lenders and equityholders. Alex and Ani, a premier jewelry company that gained widespread recognition in the early 2010s, faced significant challenges in recent years, most recently from the COVID-19 pandemic. 

Just Energy Group Inc. — Represented Just Energy Group Inc., a Mississauga, Ontario-based leading retail consumer company specializing in electricity and natural gas commodities, energy efficiency solutions, and renewable energy options, in its Chapter 15 proceedings in the United States to recognize proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). Prior to filing for bankruptcy, Just Energy Group Inc. was severely adversely impacted by the unprecedented winter storm in Texas in February 2021. The insolvency proceedings successfully culminated in a Canadian-court approved and United States-court recognized sale transaction that preserved operations, hundreds of jobs, critical regulatory approvals, and key commodity supplier relationships.

Cirque du Soleil — Represented Cirque du Soleil, the world’s premier live entertainment media company based in Quebec, Canada, in its Chapter 15 proceedings in the United States to recognize proceedings commenced in Canada under the Companies’ Creditors Arrangement Act (CCAA). Prior to filing for bankruptcy, Cirque du Soleil entered into a stalking horse asset purchase agreement with its sponsors for the sale of substantially all company assets. Cirque du Soleil intends to use the insolvency process to run a competitive sale and bidding process under the supervision of the Canadian Court to maximize enterprise value. Over the past 36 years, Cirque du Soleil conceptualized, produced, and presented shows to more than 180 million spectators, in approximately 450 cities across 90 countries in 6 continents.

Extraction Oil & Gas, Inc. — Represented Extraction Oil & Gas, Inc. and its affiliates in their prearranged Chapter 11 restructuring in the United States Bankruptcy Court for the District of Delaware. Extraction is one of the largest oil producers in Colorado, focusing on the acquisition, development, and production of oil, natural gas, and natural gas liquids reserves in the Rocky Mountain region, and listed approximately $1.7 billion of funded debt obligations at the time of filing. Extraction’s prearranged plan of reorganization carries broad stakeholder support and contemplates the equitization of approximately $1.1 billion in unsecured notes and a $125 million debtor-in-possession financing facility, which includes $50 million in new money.

Macy’s, Inc. — Represented Macy’s, Inc. in connection with its recent $4 billion financing in response to impacts of the COVID-19 global pandemic. The transactions consist of a $2.8 billion ABL Facility and an additional $300 million bridge commitment secured by Macy’s inventory, and $1.3 billion bond offering secured by the company’s top mall assets and distribution centers. The proceeds of the financing will help Macy’s retire certain of its upcoming debt maturities and fund operations during the crisis.

J. C. Penney Company, Inc. — Represented J. C. Penney Company, Inc. and 17 of its affiliates in their pre-arranged Chapter 11 cases. JCPenney, an iconic American retail staple tracing its roots back to 1902, includes private brands such as Liz Claiborne, St. John’s Bay, Stafford, and Arizona Jean Co. JCPenney employs more than 85,000 people, manages a massive supply chain with nearly 3,000 vendors and eleven domestic shipping facilities, and operates approximately 850 stores in the United States and Puerto Rico, in addition to a substantial e-commerce business. With approximately $4.9 billion in debt, JCPenney entered bankruptcy with a Restructuring Support Agreement that carries broad first lien stakeholder support and is expected to substantially de-lever the company’s balance sheet.

Destination Maternity Corporation — Represented Destination Maternity Corporation and certain of its affiliates, the largest national omni-channel maternity apparel retailer, in their Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. As of filing, Destination Maternity operated approximately 436 stores in the U.S. and Canada, 423 leased departments in big-box retailer stores, ten international franchise locations, and three e-commerce sites in the U.S. and Canada. The existing lenders in the Chapter 11 cases agreed to provide the company access to liquidity to fund the Chapter 11 cases and support the ongoing marketing process, which contemplates consummating a sale transaction before the end of 2019.

Vanguard Natural Resources Inc. — Represented Vanguard Natural Resources Inc. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Vanguard is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States with operations in the Gulf Coast, Permian and Anadarko Basins. Vanguard had approximately $850 million in debt at the time of filing and obtained a commitment for a $130 million debtor-in-possession financing facility, which included $65 million in new money.

Westmoreland Coal Company — Represented Westmoreland Coal Company and certain of its affiliates (collectively, “Westmoreland”) in their Chapter 11 proceedings before the U.S. Bankruptcy Court for the Southern District of Texas. Westmoreland is the sixth largest North American coal producer, maintaining domestic coal operations in Montana, Wyoming, North Dakota, Texas, New Mexico, and Ohio, and Canadian coal operations in Alberta and Saskatchewan, and is headquartered in Englewood, Colorado. At the time the cases were filed, Westmoreland had funded debt obligations of approximately $1.4 billion. Westmoreland is pursuing a sale of its mining operations and commenced its Chapter 11 cases with a restructuring support agreement entered into with a substantial majority of its key lender constituents.

NRG REMA LLC — Represented NRG REMA LLC and its direct subsidiaries in Chapter 11 cases filed in the Southern District of Texas that are jointly administered with the GenOn Chapter 11 cases. REMA is a wholesale power generation company headquartered in Dallas, Texas that owns or operates 15 power plants throughout Pennsylvania and New Jersey. The REMA cases were filed with a prepackaged plan of reorganization that will consensually restructure three leveraged lease structures.

PES Holdings, LLC — Represented PES Holdings, LLC in its Chapter 11 cases initiated in July 2019, four weeks after a catastrophic explosion at PES’s Girard Point refining complex that resulted in a permanent shutdown of PES’s refining operations. Following this event, PES worked quickly to obtain access to $100 million of new DIP financing from its term loan lenders and negotiated consensual cash collateral usage with its working capital lender to finance its Chapter 11 cases. In Chapter 11, PES pursued a competitive sale process for the refinery site and a claim under its $1.25 billion property insurance policy. The process culminated in a $225.5 million equity sale to Hilco Redevelopment Partners under a Chapter 11 plan. The Chapter 11 plan and sale were approved by the United States Bankruptcy Court for the District of Delaware in February 2020, less than 8 months after the catastrophic explosion.

PaperWorks Industries, Inc. — Represented PaperWorks Industries, Inc. in its successful refinancing and out-of-court restructuring of approximately $387 million of funded indebtedness. Pursuant to the consensual restructuring, PaperWorks reduced its long-term indebtedness by approximately $275 million through a repayment of its revolving credit facility and an exchange of secured notes for new debt and common stock. In addition, the company obtained a new $115 million credit facility (including $70 million of new capital).

Philadelphia Energy Solutions — Represented PES Holdings, LLC in its prepackaged Chapter 11 restructuring in the United States Bankruptcy Court for the District of Delaware. Headquartered in Philadelphia, PES owned and operated the largest oil refining complex on the U.S. Eastern seaboard. The refining complex, which spans 1,300 acres and has capacity to refine 335,000 barrels of crude oil per day, was in continuous operation since the 1860s. PES’s prepackaged plan of reorganization carried universal stakeholder support and commitments for over $260 million of new capital, and provided PES with substantially reduced debt service obligations upon emergence. PES obtained confirmation of its plan in March 2018.

Ameriforge Group, Inc. — Represented Ameriforge Group, Inc. and its affiliates in their pre-packaged Chapter 11 cases that were filed and confirmed in Houston, Texas. Ameriforge is a leading global provider of technology, services, and fully-integrated manufacturing capabilities to the oil and gas, general industrial, aerospace, and power generation industries. The prepackaged plan of reorganization was unanimously accepted by all voting creditors and resulted in the deleveraging of Ameriforge’s balance sheet by approximately $680 million (over 90% of its funded debt).

GST Autoleather, Inc. — Represented GST Autoleather, Inc., a supplier of leather upholstery to nearly every major automaker, in its Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. The Company obtained a commitment from its senior secured lenders for a $40 million debtor-in-possession facility, the proceeds of which will be used to fund ongoing business operations while pursuing a court-supervised going concern sale. GST has operations in North America, China, South Korea, Europe, and South Africa.

Ultra Petroleum Corp. — Represented Ultra Petroleum Corp. (Ultra), a publicly-traded, independent oil and natural gas exploration and production company—in its Chapter 11 restructuring in the United States Bankruptcy Court for the Southern District of Texas in 2017. Ultra has historically been one of the lowest-cost operators in the domestic oil and gas industry. Ultra’s principal assets are its Pinedale Field properties in Wyoming.

Armstrong Energy, Inc. — Represented Armstrong Energy, Inc. and certain of its affiliates, producers and marketers of thermal coal in the Illinois Basin, in their Chapter 11 proceedings before the United States Bankruptcy Court for the Eastern District of Missouri. At the time the cases were filed, Armstrong had funded debt of approximately $200 million of senior secured notes. Armstrong and its affiliates commenced their Chapter 11 cases with a restructuring support agreement and Chapter 11 plan that had the support of a substantial portion of their secured noteholders, primary mineral rights provider, and equity sponsor, as well as a contemplated investor for purposes of consummating the plan.

GenOn Energy, Inc. — Represented GenOn Energy, Inc. and certain of its affiliates in connection with their prearranged Chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas. GenOn is a wholesale power generation company headquartered in Princeton, New Jersey, with a focus on operations in the Mid-Atlantic region of the United States—primarily operating in Pennsylvania and Maryland—and in California. Through the Chapter 11 cases, GenOn will restructure approximately $2.5 billion in funded indebtedness.

The Gymboree Corporation — Represented The Gymboree Corporation and certain of its affiliates in connection with their prearranged Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Gymboree is one of the largest children’s apparel specialty retailers in North America, with widely recognized brands — Gymboree, Janie and Jack, and Crazy 8 — and approximately 1,300 stores worldwide. Gymboree has filed a Chapter 11 plan to restructure over $1.1 billion of indebtedness.

Summer Associate, Kirkland & Ellis LLP, New York, 2015