Mergers And Acquisitions
In many of its bankruptcy cases, the Togut Firm has represented Chapter 11 companies that have been purchased or merged into stronger entities through the use of sales pursuant to Section 363 of the Bankruptcy Code or under Chapter 11 plans. The Togut Firm has extensive experience in such transactions and in the sale and acquisition of assets in bankruptcy cases.
96 Wythe Acquisition LLC (The Williamsburg Hotel)
Counsel to Stephen S. Gray, as court-appointed chapter 11 trustee for the debtor, the owner of the upscale Williamsburg Hotel. With the Togut Firm’s assistance, the trustee obtained approval for, and closed the sale of, the hotel under a confirmed chapter 11 plan of liquidation in April 2023. Among other things, the Togut Firm assisted the trustee and his other professionals in negotiating settlements with the debtor’s secured lender and other key parties, obtaining approval of the sale and confirmation of the plan, assisting with maintaining ongoing day to day operations, and investigating and pursuing claims and causes of action against the debtor’s insiders and other third parties.
Lead counsel to the debtors (with King & Spalding LLP, as special corporate and finance counsel), a publicly held, leading edge, global provider of mobile networking software solutions and services for communications service providers and enterprise retail customers, with operations in North America, Latin America, Europe, the Middle East, Africa, and the Asia-Pacific region, in their chapter 11 cases. The Togut Firm assisted the debtors in closing a going concern sale of the substantially all of the debtors’ assets within 56 days of commencment of the chapter 11 cases, which provided purchase price consideration to the estates, including the assumption of claims, of more than $70 million.
JPA No. 111 Co. & JPA No. 49 Co.
Counsel to the debtors, two Japanese special purpose vehicles that each owned one Airbus A350-900 aircraft, in their chapter 11 cases commenced with the primary purpose of pursuing a sale process for substantially all of the debtors’ assets pursuant to section 363 of the Bankruptcy Code. The Togut Firm successfully defeated the security agent’s motion to dismiss the cases and assisted the debtors in consumating sale of their assets cash, which provided for the satisfaction and release of all of the debtors’ prepetition secured lenders’ claims, as well as additional cash proceeds to the debtors’ estates. The Togut Firm also obtained confirmation of a chapter 11 plan of reorganization that provided a substantial return to the debtor’s equity holder.
LATAM Airlines Group
As co-counsel to LATAM Airlines Group, Latin America’s leading airline, in its chapter 11 cases, the Togut Firm negotiated, documented, and obtained court approval for many section 363 sales of fleet assets, including aircraft, engines, and spare parts, and negotiated with related buyers, financing and other parties to implement and close the sales.
Main counsel to Greensill Capital, Inc., the U.S.- based subsidiary of the international Greensill supply chain finance business, in connection with its chapter 11 case. Following an extensive marketing and auction process, the debtor closed a section 363 sale of its 100% ownership interests in Finacity Corporation, a leader in the structuring and provision of asset-backed working capital funding solutions, consumer receivables financing, supplier and payables finance, back-up servicing, and transaction reporting around the world. The Togut Firm obtained confirmation of a chapter 11 plan of liquidation that created a litigation trust to pursue claims and causes of action to provide additional recoveries to creditors.
Canyon Ranch Hotel
As lead counsel for the debtor, a subsidiary of Lehman Brothers, in connection with the competitive auction and a $21.6 million “overbid” sale of the Canyon Ranch “condo-hotel” in Florida. The Togut Firm implemented a successful sale strategy that resulted in creditors being paid in full as well as a $5 million return to the Lehman Brothers entity equity sponsor.
In re Grubb and Ellis Company
As lead counsel for the debtors – with an enterprise spanning three business lines: management services, transaction services, and appraisal services – the Togut Firm negotiated a sale transaction for the sale of substantially all the debtors’ assets to BGC Partners, Inc., an affiliate of Cantor Fitzgerald. The sale closed less than three months after the commencement of the Chapter 11 cases.
In re Synergy Pharmaceuticals Inc.
As co-counsel, we assisted the debtors with selling substantially all their assets, including their flagship product, Trulance, and related intellectual property to the Bausch Health Companies pursuant to Section 363 of the Bankruptcy Code.