Restructuring

Encompassed within our Capital Structure Solutions Practice, the Restructuring Practice works closely with our Liability Management and Special Situations Practice to provide clients around the globe with constructive, sustainable solutions and opportunities in connection with some of the world’s largest and most complex domestic and cross-border restructuring and insolvency situations, implemented out-of-court or through judicial proceedings. We pride ourselves on our cohesion as a cross-border group and collaboration with colleagues in the Firm’s best-in-class teams across all of its practices. 

The team advises key participants on all aspects of restructurings, including debtors, boards, independent committees, creditors, sponsors, debtor-in-possession (DIP) and exit financiers and other stakeholders. In particular, the team frequently represents companies and sponsors in Europe and Asia, providing sustainable options in times of financial uncertainty. The team is highly skilled in guiding directors through their duties to deliver lasting solutions that protect value and reputations. We also counsel investors who may be considering opportunistic investments in stressed or distressed companies, including “363 bidders.” Our broad experience allows us to provide results-driven, strategic and nuanced advice with respect to all facets of a company’s capital structure.

Clients call upon Simpson Thacher’s global Restructuring Practice for aid in navigating and solving a host of challenging scenarios from start to finish. Our work includes:

• Liability management and other pre-emptive transactions;
• Covenant waivers and resets;
• Complex operational and/or financial restructuring transactions;
• In- and out-of-court debt-to-equity conversions and rescue investments;
• Asset divestments and deleveraging transactions; and
• Enforcements and/or formal insolvency or bankruptcy proceedings.

The Firm counsels clients on the full spectrum of challenges they may face, whether in the boardroom, around the negotiating table or in the courtroom. While we excel at crafting creative and consensual out-of-court solutions to the thorniest issues when circumstances demand, our litigators have the extensive experience and sophistication to successfully prosecute complex bankruptcy cases and to defend and promote our clients’ interests in contentious restructuring or insolvency proceedings.

Fundamental to our approach to company-side restructuring assignments is our focus on process, corporate governance, decision making and risk management. We approach these situations with a multidisciplinary legal team, led by our Restructuring partners, to advise seamlessly on credit, capital markets, M&A, litigation, fiduciary and other matters, and across borders, as the situation demands. We are recommended for our calm, clear and constructive advice in a crisis.

Recent highlights include advising:

• WW International, Inc. (WeightWatchers), the leading science-backed weight-loss company, in its pre-packaged Chapter 11 plan of reorganization, in which WeightWatchers reduced its funded debt by approximately $1.15 billion and existing equity holders received their pro rata share of 9% of new common equity of the reorganized company.
• Ambipar, a leading Brazilian environmental services company, in its cross-border restructuring, including a Brazilian judicial reorganization process and parallel U.S. Chapter 11 case for a publicly traded subsidiary.
• The SPV debtors in the Chapter 11 bankruptcy of First Brands Group, a major automotive supplier, with $12 billion in debt.
• JPMorgan as prepetition ABL agent and DIP agent in connection with the Chapter 11 cases of Del Monte Foods, Inc., a leading producer, distributor and marketer of plant-based packaged food products.
• Zynex, a medical device manufacturer, in its Chapter 11 cases in the Southern District of Texas.
• Eating Recovery Center, an Apax portfolio company, in its out of court restructuring.
• Ellucian, a portfolio company of funds managed by Blackstone and Vista Equity Partners, in its agreement to serve as the “stalking horse” bidder to acquire Anthology’s Student Information Systems and Enterprise Resource Planning business as part of Anthology’s Chapter 11 bankruptcy process. 

Members of the Restructuring Practice work closely with the Firm’s Liability Management and Special Situations Practice, which is composed of lawyers from the Firm’s credit, capital markets, M&A, private funds, litigation and tax groups, who focus on executing complex and bespoke strategic credit, opportunistic equity and rescue finance transactions. Our integrated multidisciplinary approach gives clients innovative and market-leading solutions while our global footprint allows the Restructuring and Liability Management and Special Situations Practices to work seamlessly around the world.