Restructuring (including bankruptcy): municipal in United States

Arent Fox LLP

With longstanding expertise in municipal finance, public pensions, and defaulted bond transactions, Arent Fox LLP is at the forefront of municipal restructurings and bankruptcies. The team is based in Washington DC, Los Angeles, and New York, where practice head David Dubrow is based.  He has been representing creditors, bond trustees, bondholders, and insurers in Chapter 9 cases for the past seven years, with the help of key attorneys Les Jacobowitz, who works on securitizations and real estate related matters, and Mark Angelov, who focuses on out-of-court workouts of tax-exempt revenue bonds.

Practice head(s):

David Dubrow

Other key lawyers:

Les Jacobowitz; Mark Angelov

Key clients

Ambac Assurance Corporation

Nuveen Asset Management

Vanguard Mutual Funds

Fannie Mae

Goldman Sachs

UMB Bank

Ballard Spahr LLP

In line with market developments, Ballard Spahr LLP's bankruptcy, reorganization, and capital recovery practice (based in Philadelphia) has been reasonably quiet from the government side. Nevertheless, its past top-market engagements continued to occupy the group. Led by Vincent Marriott and William Rhodes, the team acted for the National Federation of Municipal Analysts in the Puerto Rico case, as well as for different financial institutions (including European institutions) in Chapter 9 proceedings. In 2019, the department increasingly resorted to its expertise in special revenue bonds and dispute capabilities.

Practice head(s):

Vincent Marriott; William Rhodes

Key clients

KBC Bank NV

Wells Fargo Bank, NA

National Federation of Municipal Analysts

Work highlights

  • Currently representing Wells Fargo Bank as indenture trustee in the recent default and bankruptcy of a multi-hospital health system in California that has multiple series of municipal bonds outstanding.
  • Representing an indenture trustee in connection with covenant defaults and financial distress by owner/operators of hundreds of multi-family housing units in locations spread across multiple jurisdictions, including asset sales, bondholder presentations, and negotiation of forbearance agreements.
  • Represented the National Federation of Municipal Analysts, a trade association of the municipal bond investor community, in the preparation and submission of an amicus curia brief with the First Circuit Court of Appeals
  • Represented affiliates of a large European bank in the City of Detroit’s Chapter 9 bankruptcy case.
  • Represented an affiliate of a large European bank in the City of San Bernardino’s Chapter 9 bankruptcy case. In 2005 the client purchased more than $50m of pension obligation bonds issued by the City with respect to its unfunded pension liabilities.

Cadwalader, Wickersham & Taft LLP

The New York-based distressed municipal finance team at Cadwalader, Wickersham & Taft LLP has consistently been involved in leading cases throughout recent years. Group chair Lary Stromfeld and Ivan Loncar are representing Puerto Rico’s largest creditor (a municipal bond insurer) in the territory’s municipal debt restructuring. Also involved in that matter is associate Casey Servais, who has captured the market's attention for his skills in bankruptcy litigation and financial restructuring. Ingrid Bagby is a member of the firm's financial restructuring group, and has experience acting for creditors and debtors in Chapter 9 and Chapter 11 proceedings.

Practice head(s):

Lary Stromfeld; Ingrid Bagby

Other key lawyers:

Ivan Loncar; Casey Servais

Key clients

Assured Guaranty Corp and Assured Guaranty Municipal Corp

Bank of America Merrill Lynch

Fundamental Advisors

Morgan Stanley

Goldman Sachs

Work highlights

  • Representing Assured Guaranty and Assured Guaranty Municipal in connection with Puerto Rico’s restructuring of approximately $73bn of outstanding bond debt, the largest-ever US municipal debt restructuring and the first bankruptcy of any US territory.

Kramer Levin Naftalis & Frankel LLP

Active both in the corporate and municipal space, Kramer Levin Naftalis & Frankel LLP's New York-based team regularly represents ad-hoc creditor groups, bondholders, and official committees in large restructuring cases. A substantial highlight matter in Puerto Rico, led by Amy Caton and involving restructuring negotiations, Title III proceedings, and litigation, was entrusted to the team by the ad-hoc group of PREPA bondholders. In another highlight, Thomas Moers Mayer (co-chair of the department together with Kenneth Eckstein) is serving as first counsel to an ad-hoc group of first-lien lenders. The matter is highly complex and requires expertise in many areas of law.

Practice head(s):

Kenneth Eckstein; Thomas Moers Mayer

Other key lawyers:

Amy Caton

Key clients

PREPA Ad Hoc Bondholder Group

OppenheimerFunds and the First Puerto Rico Family of Funds

Work highlights

  • Representing the approximately $2-3bn Ad Hoc Group in restructuring negotiations with and litigation against the Puerto Rico Electric Power Authority since the summer of 2014.
  • Served as counsel to an ad hoc group of more than 85% of the first lien lenders and DIP lenders of Westmoreland Coal, the sixth largest North American coal producer with over $1bn in sales, active mines in four states, and two Canadian provinces.
  • Represented OppenheimerFunds, one of the largest investors in Puerto Rico, with respect to its $5bn of Puerto Rico investments, including General Obligation Bonds and COFINA Sales Tax Revenue Bonds, since June 2014.
  • Acted on a litigation case for the RCS Creditor Trust.

Norton Rose Fulbright

After having been promoted to Norton Rose Fulbright's partner in 2018, Eric Daucher is now at the head of the municipal restructuring and bankruptcy department. The position had been left vacant in April 2019, when star attorney Lawrence Larose left the firm to join Sheppard, Mullin, Richter & Hampton LLP. Daucher, who is based in New York, acted on landmark cases such as the restructuring of Puerto Rico and on Chapter 9 proceedings in Detroit, Michigan and Jefferson County. His team includes Texas-based practitioners - notably Toby Gerber, who supports him with reorganizations, syndicated lendings, and troubled debt workouts. James Copeland is an associate to watch.

Practice head(s):

Eric Daucher

Other key lawyers:

Toby Gerber; James Copeland

Key clients

Assured Guaranty Municipal Corporation

National Public Finance Guarantee Corporation

Taconic Capital Advisors

Whitebox Advisors

Goldentree Asset Management

Cornwall Capital

Merced Capital

Cyrus Capital

Polygon Investment Partners

Puerto Rico Public Buildings Authority

Work highlights

  • Representation of an ad hoc group of insured bondholders in connection with the PROMESA Title III restructuring of COFINA’s approximately $17.5bn in debt.
  • Representing the Puerto Rico Public Buildings Authority in connection with a complaint filed by the Financial Oversight and Management Board of Puerto Rico and the Unsecured Creditors Committee of the Commonwealth.
  • Representation of the General Account Ad Hoc Policyholder Group in connection with its $3bn bond exposure in the rehabilitation proceedings of Ambac Assurance Corporation.
  • Representation of the City of San Juan, the capital of Puerto Rico, in connection with the proposed restructuring of the Government Development Bank of Puerto Rico under Title VI of PROMESA.
  • Representation of Assured Guaranty in its exposure of $2bn in sewer revenue warrants in the municipal restructuring of Jefferson County, Alabama, one of the largest Chapter 9 filings in the US.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP's competitive advantage in this area lies within the depth of its finance, bankruptcy, and restructuring practice, the ability to work in unison with the firm's enviable public finance group, and its first-hand involvement in challenging and high-profile cases – among which Puerto Rico and PG&E are particularly relevant. Remarkable practitioners complete the picture: Raniero D’Aversa leads the practice from New York; Douglas Mintz in Washington DC is lauded for his 'strong analytical' skills and 'deep thinking'; while senior counsel Marc Levinson (in San Francisco) stands out for his advice in relation to Chapter 9 and Chapter 11 restructurings.

Practice head(s):

Raniero D’Aversa

Other key lawyers:

Marc Levinson; Douglas Mintz

Testimonials

‘The restructuring and bankruptcy team at Orrick set themselves apart from other firms through their thorough and balanced analytical work and unbiased advice. In addition, the team brings multiple resources to bear for clients across the firm’s many practice areas and geographies’

‘Douglas Mintz – strong analytical and deep thinking through complex issues. Balanced, well thought-out advice. Always prepared and well thought-out tactics and strategy in court’

Key clients

PG&E Equity Holders

COFINA Senior Bondholder Coalition

Cantor-Katz Collateral Monitor

Centerbridge Partners

EDF Renewables

City of Stockton, California

City of Beaumont, California

Scoggin Capital

Work highlights

  • Representing the liquidating trust of the Puerto Rico Government Development Bank (specifically the Collateral Monitor) in wind-down of GDB’s nearly $20bn position throughout the Puerto Rico capital structure.
  • Served as co-counsel to the COFINA Senior Bondholders’ Coalition in one of the most significant public finance restructurings ever.
  • Represented the City of Stockton, California in its successful Chapter 9 case.
  • Advising Centerbridge in the run-up to, and the course of, the PG&E Chapter 11 cases – advising on a wide-range of bankruptcy and California state law issues.

Jones Day

In Los Angeles, Jones Day houses a robust business restructuring and reorganization team which has achieved renown especially on the basis of its impressive work on the City of Detroit case. In this instance, the team was involved from the debtors' side, but they also act for creditors, committees, and equity holders and represent them in distressed asset sales, out-of-court restructurings, and bankruptcy cases. Practice head Bruce Bennett covers different areas, including entertainment, energy, and automotive.

Practice head(s):

Bruce Bennett

Key clients

PG&E Shareholders

GUE Liquidation Companies (f/k/a FTD Companies)

iHeartCommunications Senior Creditors

FirstEnergy Corp

M&G Chemicals

Samuels Jewelers

Westmoreland Resource Partners

iHeartCommunications Lenders

Toys ‘R’ Us Creditors Committee

Puerto Rico ERS Bondholders

Vari-Form Holdings Group

Preferred Proppants Term Loan Lenders

NII Holdings and NIU Holdings

Hanson Permanente Cement / Kaiser Gypsum Company

General Motors Defense Group

Georgia Power Company

MF Global Reorganized Debtors

Fannie Mae/Freddie Mac Shareholders

Verity Health System Creditors

Work highlights

  • Represents a group of investment funds in connection with holdings of approximately $1.4bn of secured bonds issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico.
  • Assisted the Owners of the Allen W. Vogtle nuclear plant in obtaining a full recovery of their $3.7bn breach of contract claim against Westinghouse Electric less than nine months after WEC ceased work at the plant and filed for bankruptcy.
  • Provides strategic counselling and contingency planning advice to the management and board of directors of the Washington Metropolitan Area Transit Authority in connection with crisis management, labour and employment, and corporate governance matters.
  • Represents Integrity Healthcare, NantWorks, and several related entities with respect to their secured and unsecured claims against the debtors in the bankruptcy case of Verity Health System of California et al.

Kirkland & Ellis LLP

Kirkland & Ellis LLP's municipal restructuring team is led by Edward Sassower (based New York) and James Sprayregen (in both New York and Chicago). Their involvement in the space included representation in a series of Chapter 15 proceedings - including those of Japan Airlines Corporation and MEGA Brands, whose recapitalization was the first transaction to be fulfilled under the Canadian Business Corporations Act and then recognized under Chapter 15.

Practice head(s):

Edward Sassower; James Sprayregen

McDermott Will & Emery LLP

McDermott Will & Emery LLP is highly engaged in the restructuring and insolvency municipal space, especially as counsel to lenders and potential lenders. In Puerto Rico, the department was involved in the restructuring of the sales tax securitization vehicle COFINA and in litigious matters. The team, with Felicia Gerber Perlman in Chicago and Timothy Walsh in New York, also operates internationally thanks to the firm's global network. In 2019 the team grew thanks to a series of hires.

Practice head(s):

Felicia Gerber Perlman; Timothy Walsh

Testimonials

‘Nathan Coco and associate Megan Preusker are responsive and knowledgeable’

Key clients

Barclays Capital

County of Santa Clara

Goldman Sachs

Mohegan Recyclables

Pacific Gas & Electric Company

Promise Healthcare/Silver Lake Debtors

UMB Bank, NA

US Bank National Association

Vantage Mobility International

Furie Operating Alaska

Erste Abwicklungsanstalt (EAA)

H.I.G. Capital

Honeywell International

O.W. Bunker Germany

United Sporting Companies

Borgers

Natixis

Work highlights

  • Acting for Goldman Sachs Asset Management in the Puerto Rico case. The client has invested several billion in various debt instruments – part of the $73bn which 17 Puerto Rico debt issuers owe in total to various classes of creditors.
  • Advised US Bank as trustee and Syncora counsel in an innovative trust instruction proceeding by which the holders and issuers receive notice and an opportunity to object, and the court directs the novation based on the presentations before it.
  • Represented the County of Santa Clara in the acquisition of certain assets from Verity Health System of California, a California non-profit healthcare system that filed for Chapter 11 bankruptcy protection in the Central District of California (Los Angeles).
  • Representing Wilmington Trust as successor trustee for $3.765bn in Senior Notes issued by the Government Development Bank for Puerto Rico, a public corporation and government instrumentality for the Commonwealth of Puerto Rico.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has a 'very extensive non-governmental bond practice' with its base in Boston. Recommended for Chapter 9 municipal bankruptcies (lately, they have been working on numerous cases involving healthcare districts and municipal healthcare providers), they are 'the best' at representing mutual funds, asset managers, and buyers. Practice head William Kannel has a significant role in Puerto Rico and in the energy sector; Eric Blythe advises, among others, in out-of-court workouts.

Practice head(s):

William Kannel

Other key lawyers:

Eric Blythe

Work highlights

  • Representing numerous institutional investors regarding general advice, restructuring, and litigation strategy on various Puerto Rico and related public corporation bond issues.
  • Represented UMB Bank, as indenture trustee in federal and state law matters involving the bonds, including actions pending US District Court for the District of Rhode Island and Rhode Island state court, and administrative proceeding involving the Central Falls Detention Facility Center Corporation, a quasi-public facility located in Rhode Island.
  • Serves as counsel to UMB Bank National Association as indenture trustee in Chapter 9 Bankruptcy Proceedings of Oklahoma-based Atoka County Hospital Authority.
  • Serves as counsel to Wilmington Trust National Association as indenture trustee/paying agent in the Chapter 9 Bankruptcy Proceedings of California-based Tulare Local Health Care District.
  • Mintz represented bondholders and the trustee of two municipal debt issuances totaling approximately $21m in a dispute about the borrower’s improper attempts to modify the bond terms in a Chapter 9 proceeding.

Reed Smith LLP

An inner circle of practitioners within Reed Smith LLP's wider restructuring and insolvency group is also active in municipal matters. Best known for representing lending institutions, creditor committees, and trustees, the team - under Peter Clark in Philadelphia and with Eric Schaffer's first-hand commitment from Pittsburgh and New York (where the litigation team sits) - has had a role on major international engagements such as in Puerto Rico and Argentina.

Practice head(s):

Peter Clark

Other key lawyers:

Eric Schaffer

Squire Patton Boggs

Within the municipality restructuring market, Squire Patton Boggs occupies a significant role in the healthcare and education segments. In 2019, practice head Karol Denniston in San Francisco provided cutting-edge advice to issuers, lenders, and insurers that were involved in different Chapter 9 bankruptcies. She is particularly appreciated for her ability 'to deal with difficult issuers and borrowers'. Global restructuring and insolvency chair Stephen Lerner is a key lawyer.

Practice head(s):

Karol Denniston

Other key lawyers:

Stephen Lerner  

Testimonials

‘Karol Denniston is very adept at developing strategies to deal with difficult issuers and borrowers, to ensure that the trustee’s interests are protected. She always keeps in mind risk issues that are specific to indenture trustees’

‘Karol is always able to overcome obstacles and get cases to move in the right direction’

Key clients

Ambac Assurance Corporation

Western Alliance Bancorporation

US Bank, NA

Bank of America Merrill Lynch

Work highlights

  • Represented Ambac in the Chapter 9 bankruptcy of Palm Drive Healthcare District in connection with restructuring and plan implementation.  The special revenue bonds insured by Ambac were not impaired.
  • Represented Western Alliance as investor in refinanced special revenue bonds issued by Coalinga Regional Medical Center, a California Local Health Care District.
  • Representing US Bank as lender to Benbow Inn, a listed historical inn in Northern California.
  • Representing US Bank as indenture trustee in connection with the Chapter 9 filing of Tri-Valley Learning Corporation.
  • Represented BAML as dealer manager in connection with the solicitation and confirmation of COFINA’s Title III proceeding under the Puerto Rico Oversight and Management Economic Stability Act (PROMESA).