Corporate Trust

So much already has been written about the challenges we faced in 2020. Instead, we want to take a moment to reflect on some of the highlights in our practice from last year. It has been more than five years since we took the reins of Pryor Cashman’s corporate trust practice, and 2020 proved busier than any other. Aside from the below cases and names that have shaped our year, there are at least three other highlights worth mentioning. But before doing so, we would be remiss if we did not thank our clients for the continued trust and faith that you have put in us. Quite simply, our practice would not be what it is without your support.

As for those highlights, our firm recognized our colleague, David Smith, by elevating him to partner. When we recruited David to Pryor three years ago, we envisioned a one-stop-shop for corporate trust. He has helped transform our aspirations into reality, and we are thrilled to see the firm recognize his contribution, commitment, and importance to our practice. In addition, Debtwire continued to recognize the default side of our corporate trust practice, as we showed up month after month on their restructuring mandate leaderboard. We found ourselves mentioned with the very same AmLaw 50 firms that often represent our clients’ bondholders, which is especially humbling for a small group of attorneys that dedicate their livelihood and practice to corporate trust. And finally, December 2020 marked our success in the courtroom, which you can read more about here. We successfully argued on behalf of two of our indenture trustee clients for the payment of their fees in a Chapter 11 plan. This victory actually transpired in two different bankruptcy courts over the course of three business days! Of course, we were thrilled not only to claim victory for our clients in the face of continued objections from the Office of the United States Trustee but also to receive two decisions from the St. Louis and Delaware bankruptcy courts regarding the payment of indenture trustee fees and expenses that will have a positive impact on our industry.

As for the upcoming year, unlike many others in the industry, we do not claim to know what is in store for 2021. Certainly, no one a year ago could have foreseen what 2020 would be like. So instead of prognosticating, we will instead continue to work hard, identify opportunities for our clients, and remain grateful for our work with each of you.

Thank you,

Seth and Patrick

Corporate Trust Practice Co-Chairs

2020 Noteworthy Corporate Trust Representations

• Guitar Center, Inc. (Bankr. E.D. Va.)- Administrative agent and collateral agent for $325 million in debtor-in-possession financing in connection with the Chapter 11 cases of Guitar Center, the country’s leading retailer of musical instruments and related products and services.

• Pacific Drilling S.A. (Bankr. S.D. Tex.)- Indenture trustee for $326 million second-lien notes issued by the operator of a fleet of seven high-specification drill ships and drill wells in the global offshore oil exploration and production industry. Pacific Drilling entered Chapter 11 with over $1 billion in funded debt.

• CBL & Associates Properties, Inc. (Bankr. S.D. Tex.)- Indenture trustee for three sets of unsecured notes totaling $1.375 billion. CBL, one of the largest mall owners in the United States, is restructuring over $4 billion in total debt.

• Emergent Capital, Inc. (Bankr. D. Del.)- Indenture trustee for $49 million in senior secured notes issued by a life settlement company.

• Valaris plc (Bankr. S.D. Tex.)- Administrative agent with respect to $500 million senior secured debtor-in-possession loan facility. Valaris, a leading provider of offshore drilling services and operator of the industry’s largest modern offshore drilling fleet in the world, entered Chapter 11 with approximately $7.1 billion of funded debt.

• Mallinckrodt plc (Bankr. D. Del.)- Indenture trustee for two sets of senior secured notes totaling $827 million. Mallinckrodt is a global specialty biopharmaceutical company restructuring over $4 billion in funded debt while addressing litigation related to the opioid crisis. Also represented the indenture trustee in connection with its issuance of $495 million of new first-lien secured notes.

• Briggs & Stratton Corporation (Bankr. E.D. Mo.)- Indenture trustee for senior unsecured notes totaling over $195 million. Briggs & Stratton, the world’s largest producer of gasoline engines for outdoor equipment, restructured over $500 million in funded debt.

• Sable Permian Resources, LLC (Bankr. S.D. Tex.)- Indenture trustee for two sets of senior unsecured notes totaling over $36 million.

• NPC International, Inc. (Bankr. S.D. Tex.)- Administrative agent for a $160 million second lien credit agreement issued by NPC International, the largest franchisee in the U.S. of Pizza Hut and Wendy’s restaurants, in connection with Chapter 11 cases involving over $900 million in funded debt.

• Extraction Oil & Gas, Inc. (Bankr. D. Del.)- Indenture trustee for two sets of unsecured notes totaling $1.1 billion issued by Extraction, one of the largest oil producers in Colorado, which is restructuring $1.7 billion in total funded debt obligations.

• Represented the indenture trustee in connection with the issuance by an automotive replacement parts manufacturer of $40 million in notes.

• Intelsat S.A. (Bankr. E.D. Va.)- Indenture trustee for two sets of senior notes in the aggregate amount of $1.845 billion issued by a satellite communications company, using the Chapter 11 process to restructure its $14.7 billion debt load. Intelstat operates the world’s largest satellite fleet and connectivity infrastructure.

• Avianca Holdings S.A. (Bankr. S.D.N.Y.)- Indenture trustee for $484.4 million in senior secured first-lien notes and administrative agent and collateral agent for $400 million in debtor-in-possession financing to Avianca, the second-largest airline group in Latin America.

• RentPath Holdings, Inc. (Bankr. D. Del.)- Administrative agent and collateral agent for a $170 million secured credit agreement issued by a digital marketing solutions company that links property managers with prospective renters. Rentpath entered bankruptcy with approximately $700 million in funded debt.

• Represented the indenture trustee and collateral agent in connection with the issuance by Ferrellgas, L.P. and Ferrellgas Finance Corp. of a $700 million aggregate principal amount of 10.000% senior secured first-lien notes due 2025.

• Denbury Resources Inc. (Bankr. S.D. Tex.)- Indenture trustee and collateral trustee for four issues of first-lien debt in the aggregate amount of $1.823 billion to an oil and gas exploration and production sector debtor. Denbury restructured approximately $2.5 billion in funded debt.

• Ultra Petroleum Corp. (Bankr. S.D. Tex.)- Indenture trustee for $375.4 million in senior unsecured notes issued by Ultra, one of the largest oil and natural gas exploration and production companies in Wyoming, in prepackaged Chapter 11 cases.

• McDermott International, Inc. (Bankr. S.D. Tex.)- Indenture trustee for $1.3 billion in senior notes issued by affiliates of McDermott, a multinational engineering, procurement, construction and installation company, in prepackaged Chapter 11 cases involving over $4 billion of funded debt.