Winston & Strawn is a global powerhouse in the restructuring and insolvency space. We offer a fully integrated team of attorneys across a global platform to guide clients through any distressed situation, whether the client is a savvy and interested investor, a creditor seeking to maximize its recovery, or a company aiming to proceed through a successful yet complex restructuring. We have advised stakeholders in some of the highest-profile restructurings and bankruptcy cases in the United States and beyond, including Caesars Entertainment, ResCap, the Los Angeles Dodgers, Enron, Lehman Brothers, Pacific Gas & Electric, LATAM Airlines, the Commonwealth of Puerto Rico, and others.

Attorneys in Winston & Strawn’s restructuring and insolvency group—ranked in Tier 1 by U.S. News–Best Lawyers® in its 2022 “Best Law Firms” survey—serve as trusted advisers and resolute advocates to protect and advocate for a clients’ business interests and assets across the spectrum of distressed situations, including distressed mergers and acquisitions, refinancings, purchases of loan portfolios, structuring novel debt instruments, and restructurings, across myriad industries including oil & gas, energy, real estate, retail, healthcare, transportation, entertainment, and manufacturing.

Large corporations in financial distress often spawn a complex web of claims by lenders, trustees, debtors, creditors, creditors’ committees, investors, shareholders, and other constituents. Winston has a long-standing history of representing debtors, creditors, official committees, ad hoc committees, purchasers and sellers of distressed assets, and other joint defense representations both in and out of bankruptcy, from a transactional side to arenas of substantial litigation. In troubled company settings, we regularly litigate matters involving a wide array of fiduciary and business tort issues, including:

• fraudulent transfers;
• D&O and professional liability claims, including for breach of fiduciary duty and fraud;
• debtor-creditor disputes;
• insurance coverage disputes;
• CLO, derivatives and commodities disputes;
• disguised loan and other property of the bankruptcy estate disputes;
• alter ego and equitable remedies;
• and lender-debtor disputes.

In addition, our team regularly draws on the deep resources of our internationally recognized finance, private equity, mergers and acquisitions, hedge funds, investment management, regulatory, labor & employment, intellectual property, and tax practices to provide full-service capabilities to our clients for any matter they turn to Winston to handle.

DISTRESSED INVESTING

We can meet the complex needs of investment funds and other creditors in every phase of distressed investing, including out-of-court restructuring transactions, navigating bankruptcies (including bankruptcy acquisitions, debt restructurings, loan-to-own strategies, and debtor-in-possession and exit financings), real estate, capital structure analysis, and trading issues. Our broad experience in the investment management industry and in developing and implementing the structures and products that a distressed investor analyzes allows us to provide insightful representation. We also advise consortiums and syndicates in joint investments and are experienced in defining, negotiating, and navigating those relationships and the resulting complex governance and tax issues. Our attorneys have the broad range of experience needed to negotiate and document distressed or par trades (including reliance on “big boy” letters).

OUT-OF-COURT RESTRUCTURING

Our attorneys have significant experience in complex out-of-court transactions such as debt or operational restructurings, refinancings, workouts, recapitalizations, acquisitions, and divestitures. Bankruptcy may be the best means for restructuring a company that has significant labor, pension, or environmental concerns or that requires significant contractual concessions or terminations. However, often an out-of-court solution is a more cost-effective and lower-risk alternative. We assist in determining whether an out-of-court restructuring is viable by analyzing the capital structure and existing creditor, intercreditor, and inter-lender relationships. If an out-of-court restructuring is viable, we provide comprehensive advice on every aspect of the restructuring process, including structuring the transaction, managing corporate governance and securities law issues, negotiating amendments, consent solicitations and exchange offers, and related tax implications.

COURT-INVOLVED RESTRUCTURING

We have extensive experience representing debtors-in-possession, creditors, committees, and investors in all aspects of U.S. and foreign bankruptcy proceedings. Our representations span companies seeking to reorganize under chapter 11 of the Bankruptcy Code, buyers and sellers in Section 363 sales (whether as a “stalking horse bidder” or as an auction participant), acquisitions by way of sponsored or stand-alone reorganization plans, and representations of lenders. The depth of our experience in navigating the risks and opportunities associated with distressed debtors allows us to take the lead – often on accelerated timelines – in structuring, negotiating, and managing reorganizations, acquisitions, and financing transactions in bankruptcy cases.

CREDITOR AND INVESTOR REPRESENTATIONS

Members of our team regularly assist in the structuring of debt finance transactions, especially in transactions involving complex intercreditor and subordination issues. We routinely represent institutional and non-traditional lenders in connection with the restructuring and enforcement of debt obligations, including use of cash collateral, obtaining relief from the automatic stay, and contested plan confirmation hearings. We also are experienced in advising lenders in connection with debtor-in-possession loans and exit facilities.

DEBTOR REPRESENTATIONS

We have extensive experience representing debtors from initial stages of financial distress through to and including exit from a successful restructuring or reorganization. Members of our team have most recently provided extensive company-side representation and guidance through complex restructurings in the fields of healthcare, transportation, retail, and entertainment.

CHAPTER 9 MUNICIPAL BANKRUPTCY REPRESENTATIONS

Our attorneys regularly assist creditor-clients in various aspects of municipal restructurings, both in and out of court. Such representations involve some of the largest municipal cases to date, including the chapter 9 cases of the city of Detroit, Michigan, Jefferson County, Alabama, and the PROMESA cases for Puerto Rico, in connection with the restructuring and enforcement of debt obligations, including related litigation.

INTERNATIONAL INSOLVENCY AND RESTRUCTURING

We have extensive experience in various aspects of the areas of international insolvency and restructuring in various jurisdictions including, without limitation, in restructurings involving the laws of various countries in Europe, as well as Canada, the Cayman Islands, and elsewhere throughout the world.

BANKRUPTCY AND INSOLVENCY-RELATED LITIGATION AND INVESTIGATIONS

Our attorneys have also represented trustees, examiners, creditors’ committees, and other parties in investigations, bankruptcy adversary proceedings, and other litigation related to distressed businesses. These matters include claims of fraud, dishonesty, incompetence, misconduct, mismanagement, breach of fiduciary duty, Ponzi schemes, fraudulent transfers, and bankruptcy avoidance claims.