Special Situations

Multidisciplinary Practice

Our cross-practice team has extensive experience navigating situations with highly complex economic, governance and reputational considerations. We leverage the experience of our Akin colleagues in financial restructuring, debt finance, capital markets, M&A, corporate governance, investment management, tax, regulatory and litigation, with many of these lawyers focused exclusively on private credit-driven transactions and situations.

A Focused Client Base

We understand our clients’ objectives, risk tolerance and negotiation strategies. Our special situations team has served as longtime company and board counsel to stressed and distressed companies, debtors, post-restructured companies and other private credit investors and direct lenders considering special situation M&A or financing transactions. We also advise creditor groups, including official committees of unsecured creditors, ad hoc groups, as well as trustees and agents.

Across the Capital Stack

Our integrated team helps clients navigate business opportunities and distressed situations across the capital stack. We service the life cycle of the credit community’s investments—whether in front-end lending, structured financings or liability management transactions, comprehensive restructurings, or post-restructured corporate, finance, securities and crisis management matters.

Full Range of Special Situations Transactions

We work with clients on:

• Liability management transactions
• Distressed M&A
• Distressed investing and risk arbitrage
• Private credit investments
• Rescue financings
• Bridge facilities
• Debtor-in-possession (DIP) facilities
• “Amend and extend” transactions
• Exit financings
• Mezzanine financings
• Term loans and revolvers
• Deleveraging exchange transactions, including debt-for-equity swaps and debt-for-debt swaps
• Post-restructured M&A, financings and corporate governance
• Crisis litigation and crisis management
• Impact litigation.

Representative Matters

• Represented Apollo Global Management in its DIP financing credit agreement with Scandinavian airline company SAS AB for $700 million, with funds managed by Apollo.
• Represented an ad hoc group of secured term loan lenders of Travelport Worldwide Ltd. in the company’s high-profile out-of-court recapitalization. Travelport, a technology and payment solutions provider for the travel industry, faced significant liquidity issues due to the COVID-19 pandemic. Ultimately, Travelport and the Travelport ad hoc group agreed to a consensual transaction which was beneficial to both Travelport and the existing lenders under the credit agreements, including offering to all lenders the opportunity to participate in the $500-million superpriority term loan facility and the exchange of existing term loans for superpriority term loans and first lien term loans.
• Represented GoldenTree Asset Management in a $788-million new first lien facility to Talen Energy Corporation, together with Silver Point Finance. The proceeds are intended to fund elevated commodity working capital requirements during the winter period, repay approximately $238 million of borrowings outstanding under its existing revolving credit facility and to pay transaction fees and expenses related to the new financing facility.
• Represented an ad hoc group of secured term lenders of Envision Healthcare in connection with a comprehensive liability management financing transaction that provided for a new first lien $1.3 billion credit facility—consisting of an initial $1.1-billion funding and a $200-million delayed draw term loan. The new first lien credit facility provided Envision and certain of its subsidiaries, including AMSURG with immediate incremental capital to invest in the company’s businesses, pursue growth opportunities and address its capital structure needs. This includes strengthening services for patients, providing resources for clinicians and investing in medical teams.
• Represented Monarch Alternative Capital and other lenders in a $500-million first lien term loan for Dhanani Group Inc., the second largest quick-service restaurant franchisee group in the United States. Monarch, a leading private credit firm with approximately $9.5 billion of assets under management, and its partners led the five-year secured term loan facility to provide Dhanani Group with long-term capital to support the financial strength of the existing business and aid in the future growth of the company.
• Represented Sungard Availability Services (Sungard AS), a leading provider of highly available, cloud-connected infrastructure in North America and Europe, in an extension of its debt maturities. The amendments extend the maturities of both the senior and junior term loans and provide additional flexibility to continue investment in and execution of Sungard AS’s operating plan. Akin previously advised a crossover group of secured lenders and unsecured noteholders of Sungard AS in what was, at the time, the fastest chapter 11 restructuring ever.
• Represented Sorenson Communications, the leading U.S. communications provider for people who are deaf and hard-of-hearing, in numerous financings and other transactions, as well as the recent sale of a 52.5% stake in the company’s common equity to Ariel Alternatives, the private equity subsidiary of global asset manager Ariel Investments, the first Black-owned investment firm in the U.S.
• Represented Kennedy Lewis Investment Management in connection with a series of financial transactions with Eastman Kodak Company. The transactions provide access to new capital, address maturing obligations and strengthen Kodak’s ability to invest in strategic growth opportunities in print, advanced materials and chemicals.
• Advised Blackstone/GSO as the second lien noteholder and DIP provider in the restructuring of Centric Brands Inc., a leading lifestyle brands collective. As part of this transaction, Centric was provided with $435 million in DIP financing which allows the company to operate without interruption throughout the restructuring process.
• Represented an ad hoc group of second lien lenders in connection with the restructuring of Cenveo Inc., a company that specializes in commercial printing, envelopes, labels, printed office products, and extrusion coating and laminating.
• Represented the holdco credit facility lenders in a recapitalization of Salt Creek Midstream, a full service natural gas gatherer and processor. The comprehensive recapitalization included additional investments from both its existing lender groups and funds managed by Ares Management.