Bankruptcy & Restructuring

Experience

Counseled Murray Energy Holdings Co. through Chapter 11

Client: Murray Energy Holdings Co.

Travis represented Murray Energy Holdings Co. and certain of its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Ohio.  Murray was the largest privately owned coal company in the United States, headquartered in St. Clairsville, Ohio, and had operations primarily in Ohio, West Virginia, Kentucky, Alabama, Illinois, Utah, and Colombia, South America.  Murray employed nearly 5,500 people, including approximately 2,400 active union members. Murray entered Chapter 11 with approximately $2.7 billion in prepetition funded debt and more than $8 billion in actual or potential pension and employee benefit obligations.

Counseled Klausner Lumber Two LLC through Chapter 11

Client: Klausner Lumber Two LLC

Travis represented Klausner Lumber Two LLC, owner of a state-of-the-art sawmill located in North Carolina, in its Chapter 11 case before the U.S. Bankruptcy Court for the District of Delaware.  Klausner Lumber Two sold its assets for more than $85 million during its Chapter 11 case.  Travis’s role included assisting Klausner Lumber Two in securing access to its postpetition financing, settling numerous claims, securing confirmation of a Chapter 11 plan, and assisting Klausner Lumber Two’s independent director in an investigation, and ultimate settlement, of related-party claims and causes of action.  Klausner Lumber Two’s case was awarded the 2022 Cross Border Special Situation M&A Deal of the Year Award (sm) from The Turnaround Atlas Awards and the 2022 Small Company Turnaround/Transaction of the Year award by the Turnaround Management Association.

Counseled Armstrong Energy, Inc. through Chapter 11 Cases

Client: Armstrong Energy, Inc.

Travis represented Armstrong Energy, Inc. and some of its affiliates, marketers, and producers, of thermal coal in the Illinois Basin in their Chapter 11 proceedings before the United States Bankruptcy Court for the Eastern District of Missouri. Armstrong had funded debt of roughly $200 million of senior secured notes when the case was filed. Armstrong and its affiliates commenced their Chapter 11 cases with a restructuring support agreement and Chapter 11 plan that included 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. *

*Representation prior to Dinsmore & Shohl

Counseled Dex One Corporation through Chapter 11

Client: Dex One Corporation

Travis represented Dex One Corporation, a leading provider of yellow page, digital directories, and marketing services, in its prepackaged Chapter 11 merger of equals with SuperMedia Inc. Dex One and SuperMedia, both publicly traded companies, filed separate but parallel prepackaged Chapter 11 cases to complete their stock-for-stock merger, amend or reinstate more than $3.3 billion of funded debt obligations of the two companies, and maintain shareholder equity value in the combined enterprise. Holders of general unsecured claims received full payment under the plans. The combined company is known as Dex Media, Inc.  In 2013, the Turnaround Management Association recognized the successful restructuring of Dex One with its "Mega Company - Transaction of the Year" award.*

*Representation prior to joining Dinsmore & Shohl

Counseled Energy Clients through Out-of-Court Recapitalization

Client: American Energy – Permian Basin, LLC

Travis represented the private equity sponsors and Sable Permian Resources, LLC (as operator of the oil and gas assets) in the successful completion of AEPB's $2.1 billion out-of-court recapitalization. The transaction reduced AEPB's debt obligations by approximately $1.4 billion and reduced upcoming debt maturities over the next four years, from roughly $2.1 billion down to roughly $36 million. The transaction also eliminated approximately $94 million of annual cash interest expense and simplified AEPB's organizational structure.*

*Representation prior to joining Dinsmore & Shohl

Counseled GSE Environmental, Inc. through Chapter 11 Proceedings

Client: GSE Environmental, Inc.

Travis represented GSE Environmental, Inc., a leading global manufacturer and marketer of geosynthetic lining solutions, in its prearranged Chapter 11 cases. GSE reached a prearranged agreement with its secured lenders on a financial restructuring plan that equitized roughly $170 million in funded debt and provide additional capital for GSE on a going forward basis. GSE's plan, confirmed less than three months after GSE filed its Chapter 11 cases, provided full payment for the company's trade vendors that agreed to return to market trade terms and provided a meaningful recovery to its remaining unsecured creditors.*

*Representation prior to joining Dinsmore & Shohl

Counseled Sabine Oil & Gas through Chapter 11 Cases

Client: Sabine Oil & Gas Corporation

Travis represented Texas-based Sabine Oil & Gas and its subsidiaries, an independent oil and gas exploration and production company with roughly $2.6 billion in outstanding funded debt obligations, in their Chapter 11 cases in the Southern District of New York. After more than a year of litigation, which included multiple motions for derivative standing, Sabine confirmed a plan of reorganization that considerably reduced its funded debt obligations and secured the financial commitments necessary to fund the restructuring and go-forward business needs. In addition, Sabine obtained the bankruptcy court approval needed to reject certain onerous midstream gas gathering agreements and better position the business for post-emergence success. In 2017, the Turnaround Management Association recognized the successful restructuring of Sabine Oil & Gas Corporation with its "Large Company Transaction of the Year Award." *

*Representation prior to joining Dinsmore & Shohl

Counseled Specialty Retail Shops Holding Corp. through Chapter 11 Filing

Client: Specialty Retail Shops Holding Corp.

Travis represented Specialty Retail Shops Holding Corp. and its subsidiaries in their Chapter 11 cases in the United States Bankruptcy Court for the District of Nebraska. The company was a retailer of general merchandise, including accessories, clothing, home furnishings, electronics, and company-operated pharmacy and optical-services departments. As of its Chapter 11 filing, the client operated more than 360 stores in more than 25 states.*

*Representation prior to joining Dinsmore & Shohl

Represented BJ Services, LLC in Chapter 11 Cases

Client: BJ Services, LLC

Travis represented BJ Services, LLC and its affiliates in their Chapter 11 cases before the United States Bankruptcy Court for the Southern District of Texas. BJ Services was a leading provider of hydraulic fracturing and cementing services to upstream oil and gas companies engaged in the exploration and production of North American oil and natural gas resources. As of its petition date, BJ Services had more than $350 million in funded debt obligations, and the company ultimately sold its operations as a going concern, saving more than 500 jobs. BJ Services client concluded its Chapter 11 cases less than four months after the petition date.*

*Representation prior to joining Dinsmore & Shohl

Represented Cengage Learning, Inc. through Chapter 11 Case

Client: Cengage Learning, Inc.

Travis represented Cengage Learning, Inc., a leading educational software, content, and services company for the professional, academic, and library markets worldwide, in its pre-arranged Chapter 11 case. Cengage restructured its balance sheet and significantly reduced its roughly $5.8 billion of outstanding debt to better position itself for long-term profitability and growth.*

*Representation prior to joining Dinsmore & Shohl

Represented Dex Media, Inc. through Restructuring

Client: Dex Media, Inc.

Travis represented Dex Media, Inc., a leading international media and marketing company, and its affiliates and subsidiaries through the restructuring of more than $2 billion of funded debt. *

*Representation prior to joining Dinsmore & Shohl

Represented Emerald Oil, Inc. Through Chapter 11 Cases

Client: Emerald Oil, Inc.

Travis represented Emerald Oil, Inc., a Denver-based independent exploration and production company focused on acquiring land for well development in North Dakota and Montana, in the company’s sale and Chapter 11 plan of liquidation in the U.S. Bankruptcy Court for the District of Delaware. *

*Representation prior to joining Dinsmore & Shohl

Represented EV Energy Partners, L.P. through Bankruptcy Court

Client: EV Energy Partners, L.P.

Travis represented EV Energy Partners, L.P. and certain affiliates in their prepackaged Chapter 11 restructuring in the U.S. Bankruptcy Court for the District of Delaware. EVEP is headquartered in Texas and is a master limited partnership engaged in acquiring, developing, and producing oil and natural gas properties with approximately $640 million in funded debt obligations at the time of filing. Before filing for Chapter 11 to implement its restructuring, the company negotiated a restructuring support agreement with all of the lenders under its reserve-based revolving credit facility and holders of roughly 70 percent of its unsecured notes. This provided needed support for the restructuring of EVEP’s balance sheet. *

Represented Mission Coal Company, LLC through Chapter 11 Cases

Client: Mission Coal Company, LLC

Travis represented Mission Coal Company, LLC and its affiliates in their Chapter 11 cases in the United States Bankruptcy Court for the Northern District of Alabama. The client, headquartered in Tennessee with mining operations in West Virginia and Alabama, entered Chapter 11 to complete a sale process. After auction, the company ultimately received winning bids for three metallurgical coal mines, while also obtaining court approval to modify collective bargaining agreements. Mission Coal eventually obtained the support of DIP Lenders and settled with the unsecured creditors committee, with the court simultaneously approving the sales and confirming a Chapter 11 plan.*

*Representation prior to joining Dinsmore & Shohl

Represented Samson Resources Corporation through Chapter 11 Restructuring

Client: Samson Resources Corporation

Travis represented Samson Resources Corporation, a privately held onshore oil and gas exploration and production company, in its Chapter 11 restructuring. Samson, headquartered in Oklahoma, has operations primarily located in Colorado, Louisiana, North Dakota, Texas, and Wyoming, and operates or has royalty or working interests in roughly 8,700 oil and gas production sites. *

*Representation prior to joining Dinsmore & Shohl

Represented Seadrill Limited through Chapter 11 Cases

Client: Seadrill Limited

Travis represented Seadrill Limited and some of its direct and indirect subsidiaries in their multi-jurisdictional restructuring of roughly $20 billion of contract and debt obligations. Seadrill is a leading global provider of offshore contract drilling services and employs approximately 4,000 individuals across 22 countries and five continents. Seadrill's pre-arranged Chapter 11 cases, one of the largest filings in 2017 based on asset size, resulted in the re-profiling of approximately $6 billion of secured debt, eliminated approximately $3.5 billion of unsecured bond and contractual obligations, and facilitated a capital investment of more than $1 billion. Prior to Chapter 11, Seadrill consummated a series of ringfencing transactions that prevented its non-consolidated businesses from also having to commence Chapter 11 cases. Seadrill and its debtor subsidiaries confirmed their Chapter 11 plan with near consensus in approximately seven months. The company emerged from Chapter 11 within 10 months.  *

*Representation prior to joining Dinsmore & Shohl

Represented Sorenson Communications, Inc. through Chapter 11 Case

Client: Sorenson Communications, Inc.

Travis represented Sorenson Communications, Inc. and its affiliates in their Chapter 11 cases. Utilizing a “straddle” solicitation to confirm its plan of reorganization in 38 days, Sorenson restructured roughly $1.3 billion of funded indebtedness, paid all general unsecured claims in full, and returned value to existing equity holders.*

*Representation prior to joining Dinsmore & Shohl

Represented Syncora Holdings Ltd. through Chapter 9 Case

Client: Syncora Holdings Ltd.

Travis represented Syncora Holdings Ltd. and some of its subsidiaries in connection with Detroit's Chapter 9 case, the largest-ever municipal bankruptcy filing. Syncora, through subsidiaries, insured or held a substantial amount of Detroit's municipal finance debt obligations. After more than a year of significant litigation regarding multiple elements of Detroit's bankruptcy filing and proposed plan of adjustment, Syncora and the city entered into an innovative settlement resolving all outstanding issues between the parties, delivering substantial value to Syncora and its subsidiaries, and creating the foundation for Syncora's long-term partnership with Detroit. This agreement included real estate developments and other investments.*

*Representation prior to joining Dinsmore & Shohl

Represented VER Technologies HoldCo LLC through Chapter 11 Cases

Client: VER Technologies HoldCo LLC

Travis represented VER Technologies HoldCo LLC and certain of its affiliates in Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. VER is one of the largest suppliers of rental production equipment and solutions in the world, leasing sound, lighting, video, and rigging equipment to customers in the corporate, television, hotel, cinema, and live concert music sectors. When the cases were filed, VER had funded debt of more than $760 million. The company commenced the cases with the support of more than two-thirds of the lenders under its prepetition term loan facility, the lenders under its term loan debtor-in-possession financing facility, holders of two tranches of promissory notes, and a strategic merger partner. These parties supported VER's Chapter 11 cases pursuant to a restructuring support agreement that provided the basis for a consensual Chapter 11 plan followed immediately by a merger of the reorganized equity into the strategic partner. VER lient also secured $364.7 million in debtor-in-possession financing facilities to fund the company’s operations and the administration of its Chapter 11 cases. In 2019, the Global M&A Network granted VER's restructuring with the Turnaround of the Year (large mid-markets) Atlas award, and in 2018, the Turnaround Management Association recognized VER with its "Restructuring of the Year" (more than $500 million to $1 billion) award.*

Bankruptcy Emergence, Corporate Restructuring and Financing

Represented Chapter 11 debtor in submission of reorganization plan and receipt of $75,000,000 emergence financing.

Divesture of Business Units By Chapter 11 Debtor

Represented Chapter 11 debtor in the $25,000,000 sale of numerous non-core businesses in court-approved transaction.

Finance/Restructuring

Assisted and advised client in connection with its negotiation and purchase of first mortgage loan for its corporate headquarters from its existing lender and the refinancing of this debt. As a result of this transaction, the client was able to reduce the real estate mortgage on its corporate headquarters by almost 50%.

Bankruptcy - Relief from Stay for Bank

Represented a local bank with non-performing loan secured by seven properties. The borrowers filed bankruptcy, and we swiftly negotiated an agreed order with the trustee for abandonment and relief from stay. The order was entered less than two months after we were engaged to assist the bank, and it was effective back to the date of the bankruptcy filing.

Materials Supplier v. Brewing Company (In receivership)

I successfully represented our client, a beer brewing company, in enforcing its right of first refusal with respect to trademark rights in certain local beer brands. A receiver who took control of these trademarks from a defunct brewery sought to sell both the brewery and the trademarks to another entity, in violation of our client's rights. After objecting to the sale, I argued our client's position at a hearing in state court in Northern Ohio. The hearing involved the receiver, the bank, a competing buyer, and other creditors. After the argument, the client and I successfully negotiated a resolution whereby our client obtained the desired beer brands at a favorable price.

Official Committee of Unsecured Creditors of Genesis Worldwide, Inc., et al. v. Three Cities Research, Inc., et al.

I played a lead role in successfully assisted our clients, two private equity funds and their investment advisors, in resisting a $62 million claim made against them. The case centered around the sale of the stock of Precision Industrial Corporation, a company which manufactured and serviced steel coil processing machinery. After the sale, and amid an industry downturn, the buyer defaulted on its loans and filed for bankruptcy. The buyer then claimed that it had substantially overpaid for the stock of Precision and that our clients had unfairly benefited as part of an alleged leveraged buyout. Filing an adversary proceeding in Bankruptcy Court, the Plaintiffs sought to recover most or all of the original sale price. They blamed the selling stockholders and their advisors for subsequent industry problems and technical issues which surfaced after the stock purchase. When settlement negotiations proved unsuccessful, I argued and prevailed in discovery motions in Court. I then lead the effort to obtain detailed accounting, engineering, and business data which ultimately vindicated our clients in demonstrating that the deal had been fair and reasonable. I worked with expert witnesses, including forensic accountants and business valuation experts, to gather and analyze the pertinent data. I personally took numerous key depositions of the critical fact and expert witnesses. When we presented our case in Court on summary judgment, we convinced Plaintiffs to dismiss their fraud claim, and admit that as to remaining claims, it was "impossible to say Plaintiffs were likely to succeed at trial." The Bankruptcy Court then approved a nuisance value settlement in an amount less than the remaining cost of defense, less than one-half of one percent of the amount claimed in the Complaint.

Reorganization

Reorganization of a real estate company owning over $1 Billion in value of rental properties. This restructuring was designed to be completely tax free, and to allow for the tax-free award of ownership interests in selective properties to various key employees who have management or supervisory responsibilities with respect to those specific properties. The permutations of pairing such executive awards to specific properties were numerous, and the structure was designed to allow for such selective award of ownership interests in a manner that was not only tax free to the company and the executives, but to also allow for such ownership through a common holding company for maximum simplification, for retention of control in the hands of the majority owner, and for appropriate asset protection insulation among properties and from non-property creditors.

Representation of Finn Corporation

Representation for over fifteen years of Finn Corporation, a U.S. manufacturer of heavy equipment for the landscape and nursery industry, inclusive of its parent DHG Inc. and its affiliates Express Blower, Inc. and CWS, Inc.

A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.

B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.

C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.

D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.

Sale of Companies through Chapter 11 Plan of Reorganization

We acted as lead counsel for the Wornick Companies ("the Companies") in the sale of the Companies to bondholders who held 85% of the publicly-traded debt securities of the Companies through a Chapter 11 Plan of Reorganization.  The value of the transaction was $85MM. Our firm also acted as lead counsel for the debtor in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. The Company is a leading supplier of Meals Ready to Eat (MRE) to the armed services.

Sale of Company in Connection with Chapter 11 Restructuring

We represented Milacron Inc. as lead counsel in the sale of the company and its numerous international subsidiaries (“Milacron”) to bondholders who held over 90% of the publicly-traded debt securities of Milacron through a Section 363 asset sale in connection with Milacron’s Chapter 11 restructuring. The transaction value was approximately $175MM. Our firm also represented Milacron as lead counsel in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. Milacron is a major solutions provider to the plastics-processing industries and a leading supplier of premium fluids to the metalworking industries.

Tax Structuring

Planned tax structuring in connection with the reorganization of a publicly traded manufacturing company in bankruptcy. Planning involved numerous domestic and foreign operations and subsidiaries, and included planning to maximize the use of all tax attributes and maximize basis step-up for the post-bankruptcy reorganization owners of the various business segments.