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The Bankruptcy Files: Sidley Tops $100 Million Mark in Tribune Case
The Am Law Daily
Four years ago last month, one of the nation's largest publishers turned to Sidley Austin as it spiraled into bankruptcy a little more than a year after being taken private by billionaire Sam Zell in a disastrous $8.2 billion leveraged buyout.
On December 31, 2012, the Tribune Company finally emerged from Chapter 11. The media giant's new hedge fund owners plan to sell most of the company's assets, including newspapers such as the Chicago Tribune, Los Angeles Times, and Orlando Sentinel, as well as broadcast holdings like cable networks WGN America and a stake in the Food Network.
As of November 30, 2012, Sidley has billed Tribune almost $105 million in legal fees and expenses for its work guiding the Chicago-based company through multiple bankruptcy battles in Delaware, according to court filings by the Am Law 100 firm examined by The Am Law Daily.
Roughly 100 Sidley lawyers worked on the case, according to a quarterly fee application filed last summer by the firm, with corporate partners Larry Barden and Michael Hyatte, restructuring partner Bryan Krakauer, and bankruptcy and corporate reorganization cochairs James Conlan and Larry Nyhan all billing Tribune $1,000 an hour for their services.
Neither Conlan nor Nyhan immediately responded to requests for comment about the firm's fees and work representing Tribune during its 1,323 days in Chapter 11. (For a closer examination of Sidley's work in the case, click here for a fee examiner's report filed by Stuart Maue this week.)
As The Am Law Daily has previously reported, Sidley's recent run of work for Tribune began before its bankruptcy filing on December 8, 2008. By that point, the company had already paid the firm roughly $3 million after being retained the previous March amid Tribune's efforts to sell off assets including Long Islandbased newspaper Newsday and Major League Baseball's Chicago Cubs and their historic ballpark Wrigley Field.
Also representing Tribune in the Chapter 11 case were an array of firms serving as special counsel, including Davis Wright Tremaine, Jenner & Block, Jones Day, Paul Hastings, Reed Smith, Seyfarth Shaw, SNR Denton, Delaware's Cole, Schotz, Meisel, Forman & Leonard, and First Amendment shop Levine Sullivan Koch & Schulz. A host of accounting, financial, restructuring, and other professional advisers also grabbed key roles in the bankruptcy.
While legal fees in most large corporate bankruptcies are usually equal to 3 to 4 percent of a company's total value, in Tribune's case the figure was double that at more than $500 million due to the long-running nature of the litigation and the company's sliding valuation, according to a report last week by the Chicago Tribune.
Big though they may be, the legal fees amassed by Tribune still pale in comparison to what Lehman Brothers racked up during its nearly four years in Chapter 11. Weil, Gotshal & Mangeshired as lead bankruptcy counsel to the now-defunct investment bank in that case, which drew to a close last yearreaped roughly $442 million for its efforts, according to our previous reports.
Below are some of the latest noteworthy business bankruptcy filings and their lawyers of note. As usual, hourly billing rates are also listed where available.
Big M Inc.
Bloomberg reports that the owner of discount women's clothing chains Annie Sez and Mandee has filed for bankruptcy in Newark after Superstorm Sandy forced the closure of several stores in the New York and New Jersey region.
Kenneth Rosen, head of the bankruptcy and creditors' rights group at Lowenstein Sandler, is advising Big M in its Chapter 11 case. The firmone of several Am Law 200 shops that have provided free legal advice to those affected by Sandyhas not yet filed billing statements detailing its Big M work with the bankruptcy court. (Many businesses and property owners in the tristate area are grappling with difficult insurance issues as a result of Sandy, according to a recent report by sibling publication the New York Law Journal, while legal newswire Law360 reports that the storm has spawned a wave of insolvencies in the Garden State.) Rona Korman is general counsel of Big M.
Edison Mission Energy
An unregulated power generation unit of public utility holding company Edison International filed for bankruptcy in Chicago last month under a plan to restructure $3.7 billion in debt and separate from its parent by December 2014. Irvine, Californiabased Edison Mission Energy (EME) lists $5.1 billion in assets against liabilities of more than $5 billion in its Chapter 11 filing.
Kirkland & Ellis restructuring partners James Sprayregen, David Seligman, Sarah Seewer, and Joshua Sussberg are acting as general bankruptcy counsel to EME. Court records show that Kirkland partners are billing between $665 and $1,335 per hour, of counsel between $455 and $1,150, and associates ranging from $370 to $795. In December EME paid the firm a $250,000 retainer, and Kirkland has received additional amounts from the debtor totaling $5.15 million.
McDonald Hopkins partner David Agay in Chicago is serving as conflicts counsel to EME. The Windy Citybased firm was paid a $100,000 retainer last month for its services in the case, according to bankruptcy court filings, which show McDonald Hopkins partners billing between $315 to $690, counsel between $330 and $650, and associates at rates ranging from $200 to $380.
Daniel McDevitt serves as general counsel for Rosemead, Californiabased Edison International, which took a $1.5 billion tax charge in the fourth quarter of last year because of EME's insolvency, according to the Los Angeles Times.
Golden Guernsey Dairy
After being acquired by private equity firm OpenGate Capital in 2011, 83-year-old dairy processor Golden Guernsey Dairy has filed for Chapter 7 liquidation in Delaware, according to The Associated Press. The company cites lower prices for milk and other dairy products as the reason for its insolvency.
Mark Desgrosseilliers, a bankruptcy and corporate restructuring partner with Womble Carlyle Sandridge & Rice in Wilmington, has taken the lead advising Waukesha, Wisconsinbased Golden Guernsey. The firm has not yet filed billing statements with the bankruptcy court and its client has yet to submit a list of creditors.
LodgeNet Interactive, a Sioux Falls, Iowabased on-demand movie provider for hotel rooms, announced on New Year's Eve that it will file for bankruptcy as part of a deal to sell a controlling stake to affiliates of private equity firm Colony Capital.
Weil, Gotshal & Manges business finance and restructuring partners Gary Holtzer and Sylvia Mayer, as well as IP and technology partner Jeffrey Osterman, are representing Lodgenet on a $60 million recapitalization agreement with Colony. Minnesota firm Leonard, Street and Deinard is serving as corporate counsel to LodgeNet, according to a press release by the company, which has not yet begun Chapter 11 proceedings.
Sullivan & Cromwell M&A partner Alexandra Korry and restructuring head Andrew Dietderich are serving as cocounsel to Santa Monicabased Colony along with Los Angeles firm Liner Grode Stein Yankelevitz Sunshine Regenstreif & Taylor.
Ronald Sanders serves as Colony's general counsel, while James Naro has served as LodgeNet's top in-house lawyer since 2006. Akin Gump Strauss Hauer & Feld is advising a steering group of LodgeNet lenders that are backing a five-year extension to a secured $346 million credit facility for the company.
New England Compounding Pharmacy
The Framingham, Massachusettsbased compounding pharmacy filed for bankruptcy just before Christmas after being hit with a blizzard of lawsuits stemming from its alleged involvement in a deadly fungal meningitis outbreak last fall.
Robert White, cochair of the bankruptcy and creditors' rights group at Boston's Murtha Cullina, is representing the New England Compounding Center (NECC) in its bankruptcy case, along with partner Daniel Cohn. Court filings by the firm show that it is holding a retainer in the amount of $126,807.
Paul Cirel, head of the health care group at Boston's Collora, and partners Ingrid Martin and Anthony Fuller are seeking to serve as regulatory and enforcement counsel to NECC. Court records show that the firm, whose lawyers are billing between $340 and $575 per hour, has handled such work for the company and has represented cofounder Barry Cadden since 2003. Cadden declined to testify before a congressional hearing in November.
Collora also states in court filings that it has been paid a $10,000 retainer for its services and holds a balance of $299,103 from NECC sister company Ameridose, which ceased operations on October 10 and remains closed until at least February while health officials investigate its operations. (In November the Food and Drug Administration found contamination issues at Ameridose, a hospital drug supplier that is owned by Cadden and his brother-in-law Greg Conigliaro.)
Frederick Fern, coleader of the medical and life sciences team at Harris Beach in New York, is seeking to serve as national coordinating defense counsel in the more than 180 suits filed against NECC since the meningitis outbreak that has claimed 39 lives.
The company's Chapter 11 filing includes a list of litigants with claims against the debtor. Brown Rudnick is one of several firms representing plaintiffs, and this week the Justice Department has sought the appointment of a trustee to handle NECC's bankruptcy because of alleged mismanagement at the company.
Revstone Industries, a Lexington, Kentuckybased manufacturer of components for use in the heavy truck industry, filed for bankruptcy in Delaware on December 3, according to Law360.
Brian Trust, cohead of the restructuring and insolvency practice at Mayer Brown, is leading a team of lawyers from the firm advising Revstone that includes bankruptcy partners Howard Beltzer and Frederick Hyman, and New York litigation cohead Jean-Marie Atamian. Mark Collins, chair of the bankruptcy and corporate restructuring practice at Delaware's Richards, Layton & Finger, is serving as local counsel to the debtor. Neither firm has yet filed billing statements with the bankruptcy court.
Womble's Desgrosseilliers and bankruptcy partner Matthew Ward in Wilmington are representing an official committee of Revstone's unsecured creditors. According to a list of Revstone's 20 largest unsecured creditors, the company owes $288,000 to White & Case's Frankfurt office for professional services.
Siliken Manufacturing USA
Two U.S. units of Spanish solar equipment maker Siliken became the latest companies in the embattled solar energy sector to turn out the lights this month, as the Carlsbad, Californiabased subsidiaries sought Chapter 11 protection this month in San Diego.
Ali Mojdehi, a bankruptcy and restructuring partner at Cooley in San Diego, is advising the Siliken companies in their Chapter 11 case. The firm has not yet filed billing statements with the bankruptcy court. Valencia-based parent Siliken has also sought bankruptcy protection in Spain, according to Bloomberg. The American Lawyer recently reported in its Focus Europe supplement that bankruptcy laws in Spain pose problems for companies and investors alike.
The Florida Institute for Neurologic Rehabilitation
Allegations of abuse and neglect of patients by its caregivers have forced The Florida Institute for Neurologic Rehabilitation into seeking bankruptcy protection in Tampa, according to the Tampa Bay Business Journal.
Craig Kelley, a name partner at West Palm Beach's Kelley & Fulton, is advising the debtor in its Chapter 11 case. The Wauchula, Floridabased brain injury treatment center lists assets of only $150,000 against potential liabilities of up to $30 million.
According to a list of the institute's 20 largest unsecured creditors, the debtor owes $153,627 to at least four firms: Berger Singerman, Broad and Cassel, DeCiccio & Johnson, and Shumaker, Loop & Kendrick.
After defaulting on a $50 million Wells Fargo loan in November, Agoura Hills, Californiabased video game developer THQ filed for bankruptcy in Delaware on December 19 in order to proceed with the $60 million sale of its assets to stalking horse bidder Clearlake Capital Group.
THQ, whose value has sank to $11.3 million after reaching a height of $2 billion in 2007, lists approximately $248.1 million in debts against assets of $204.8 million in its Chapter 11 filing. Nonetheless, despite a string of failed ventures, the company has had some success lately with action-themed games like Homefront and Saints Row.
Gibson, Dunn & Crutcher corporate partner Jonathan Layne and restructuring partner Jeffrey Krause are leading a team from the firm advising THQ that includes corporate partner Ruth Fisher, restructuring partner Oscar Garza, and finance partner Cromwell Montgomery. M. Blake Cleary and Michael Nestor Delaware's Young Conaway Stargatt & Taylor is serving as local counsel to the debtor. Neither firm has yet filed billing statements with the bankruptcy court.
DLA Piper restructuring cochair Gregg Galardi and partner Matt Murphy are counseling Santa Monicabased private equity firm Clearlake on its proposed section 363 purchase of THQ, whose auction process was extended this week by the bankruptcy court. (Galardi joined DLA in May 2011 after leaving Skadden, Arps, Slate, Meagher & Flom.)
Paul Silverstein, cochair of the bankruptcy and restructuring practice at Andrews Kurth, is representing an official committee of unsecured creditors along with restructuring partner Jonathan Levine and litigation partner Timothy McConn. Adam Landis, a name partner at Delaware's Landis Rath & Cobb, is serving as local counsel to the committee along with partner Kerri Mumford.
According to a list of THQ's 40 largest unsecured creditors, the company owes nearly $45.1 million in licensing fees to World Wrestling Entertainment. Edward Kaufman, a former general counsel for WWE, has served since 2009 as executive vice president for business and legal affairs at THQ. The WWE's longtime outside counsel is Jerry McDevitt, a litigation partner at K&L Gates in Pittsburgh. The firm has not yet made an appearance in THQ's bankruptcy proceedings.
VTE Philadelphia LP
Reuters reports that a New Yorkbased real estate company seeking to build a Donald Trumpbranded skyscraper in the City of Brotherly Love filed for bankruptcy this month in Manhattan. VTE Philadelphia, which owns land adjacent to the Delaware River, saw its plans for a 45-story luxury building on the site scuttled by the real estate downturn.
Alex Spizz, name partner and cochair of the restructuring group at New York's Nachamie Spizz Cohen & Serchuk, is serving as bankruptcy counsel to VTE along with partner Arthur Goldstein. The firm has not yet filed billing statements with the bankruptcy court.
According to a list of VTE's 20 largest unsecured creditors, the debtor owes $72,435 to Ballard Spahr Andrews & Ingersoll and $9,457 to Crowell & Moring.