Scott J. Vail, Counsel, Private Equity Transactions

Scott J. Vail

Counsel

Areas of Focus

Scott J. Vail, Counsel, Private Equity Transactions

Scott J. Vail

Counsel

svail@akingump.com

Areas of Focus

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Biography

Scott brings extensive multidisciplinary experience across corporate, finance, and restructuring matters, with a core focus on advising private and liquid credit investors in complex reorganizations, restructurings, liability management exercises (LMEs), distressed M&A, and post‑reorganization governance.

He has played a principal role in numerous high‑stakes debt, equity, and M&A transactions for stressed and distressed companies. His work spans strict foreclosures, consensual and coercive exchanges, pledged‑equity proxy exercises, minority and change‑of‑control equitizations, lender and bondholder co‑op formations, section 363 asset sales, chapter 11 plan transactions, structured preferred equity financings, warrants, equity co‑investments, and other strategic transactions across a broad range of industries.

Representative Work

Private Credit Restructurings 

  • Represented a second lien lender in a UCC Article 9 strict foreclosure supported by the first lien lenders and the company, resulting in a reduction of over $150 million of aggregate debt, a $45 million new investment, partial repayment and long-term maturity extension of the existing first lien term loan, the exchange of the existing second lien term loan into a combination of a new second lien term loan and new preferred equity, and the extinguishment of certain other funded debt instruments.
  • Represented a security solutions provider in a recapitalization with existing investors that significantly reduced indebtedness and provided new capital.
  • Regularly advises individual lenders in “club” private credit groups on private credit workouts and restructurings.

Liquid Credit Restructurings and LMEs 

  • Represented an ad hoc group of SI Group lenders in an out‑of‑court recapitalization of $1.7 billion of funded indebtedness and $150 million of junior capital.
  • Represented an ad hoc group of Apex Tool Group lenders in an out‑of‑court change‑of‑control equitization.
  • Represented an ad hoc group of Newfold Digital lenders in an out‑of‑court recapitalization and $100 million new‑money financing.
  • Represented an ad hoc group of first and second lien CHC Group LLC lenders in approximately $100 million of new‑money financing and an out‑of‑court exchange addressing approximately $500 million of existing first and second lien debt.
  • Represented an ad hoc group of first lien lenders to K&N Engineering, Inc. in a $60 million new‑money financing as part of its out‑of‑court restructuring of approximately $415 million of funded indebtedness.
  • Represented One Call Corporation and certain affiliates in an out‑of‑court equitization of nearly $1 billion of junior debt and a $375 million new‑money investment led by existing lenders.

363 Sales and Distressed M&A

  • Represented an ad hoc group of senior secured lenders to Westmoreland Coal Company in an out‑of‑court restructuring and spin‑off of an ESG‑focused business.
  • Represented an insurance brokerage service provider in a section 363 sale and plan of liquidation addressing approximately $127 million of funded debt.
  • Represented FB Debt Financing Guarantor, LLC and certain subsidiaries (Forma Brands) in their chapter 11 cases addressing approximately $870 million of funded debt, facilitating a going‑concern 363 sale, and resolving complex licensing and potential litigation matters.
  • Represented BCE‑Mach III LLC in the acquisition of substantially all upstream oil & gas assets of Alta Mesa Holdings, LP and subsidiaries, and the midstream assets of Kingfisher Midstream, LLC and subsidiaries, through chapter 11 and related 363 sale processes. Also advised Bayou City Energy Management LLC, a major Alta Mesa equity holder, regarding a global settlement tied to the asset sale.
  • Represented the stalking horse purchaser and DIP lender in the Jack Cooper Ventures Inc. chapter 11 cases in the Northern District of Georgia. The prearranged restructuring addressed approximately $575 million in prepetition secured debt, modified labor and pension obligations, and facilitated a going‑concern 363 sales.

Other Chapter 11 Transactions

  • Represented an ad hoc lender group in the chapter 11 cases of Wellpath, a correctional and behavioral healthcare provider with $700 million in liabilities.
  • Represented the lead lender in a $93 million DIP financing and its acquisition of a sustainable forestry company through a consensual prepackaged chapter 11 process.
  • Represented Intelsat S.A. and affiliates in their chapter 11 cases in the Eastern District of Virginia involving approximately $14.7 billion of funded debt and $1 billion in DIP financing.
  • Represented Washington Prime Group Inc. and 88 affiliates in their prearranged chapter 11 cases in the Southern District of Texas, restructuring over $1 billion in funded debt.
  • Represented Covia Holdings Corporation and affiliates in prearranged chapter 11 cases involving approximately $1.6 billion in funded debt, reducing go‑forward debt and fixed costs by more than $1 billion.
  • Represented Sheridan Holding Company II, LLC and affiliates in their prepackaged chapter 11 cases in the Southern District of Texas addressing over $1.1 billion in funded debt through an equitization supported by virtually all creditors.
  • Represented Pier 1 Imports Inc. and subsidiaries in chapter 11 proceedings in the Eastern District of Virginia.
  • Represented American Tire Distributors Inc. in its prearranged chapter 11 cases involving restructuring of approximately $2.6 billion in funded debt and conversion of approximately $1.1 billion of bonds to equity.
  • Represented Things Remembered Inc. in chapter 11 cases preserving its online business, up to 1,400 jobs, and approximately 178 stores.
  • Represented VER Technologies HoldCo LLC and affiliates in chapter 11 cases with over $760 million in funded debt, securing $364.7 million in DIP financing and achieving award‑winning restructuring results.

Preferred Equity Transactions

  • Represented an Abu Dhabi–based global alternative investment manager in a co‑investment in a Series B preferred share issuance by an Asia‑based data center developer and operator.
  • Represented an investment fund with over $35 billion AUM in its $75 million purchase of Series A Preferred Stock in Mondee (NASDAQ: MOND).
  • Represented a global asset manager in a “holdco loan” and preferred equity investment in an environmental remediation company.

List may include matters worked on prior to joining Akin.

Education
  • J.D., University of Illinois College of Law, magna cum laude
  • B.S., Butler University, Division 1 Scholar Athlete

Bar Admissions
  • Massachusetts

  • New York

  • Illinois

Affiliations and Public Service
  • Associate Editor, Norton Journal of Bankruptcy Law & Practice.
  • Member, Boston Committee of Tina’s Wish.

Insights and Achievements

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