Restructuring and Finance
Wachtell Lipton’s unique, integrated restructuring and finance practice combines deep expertise in both disciplines. The result is unmatched experience in acquisition financing, distressed mergers and acquisitions, capital structure design, liability management, restructurings and workouts, insolvency litigation and debt-related activism. We know how capital structures work under ideal conditions and under stress, enabling us to help our clients throughout the life cycles of their investments.
A Premier Insolvency Practice
We are regularly involved in the most high-profile insolvency matters in the United States and around the world. We represent major creditors, including banks and investment firms, in chapter 11 cases and out-of-court restructurings. Our experience goes beyond conventional bankruptcy filings and workouts: during the 2008 U.S. mortgage crisis, Wachtell Lipton represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac and we have represented lenders to the Puerto Rico Electric Power Authority through the utility’s case under the historic Puerto Rico Oversight, Management, and Economic Stability Act. Recent substantial restructuring engagements can be found here.
Distressed Mergers and Acquisitions
We advise clients on acquisitions and divestitures of businesses in financial distress and other strategic transactions involving debtor-creditor issues, bringing to bear the full expertise of both our restructuring and our preeminent mergers and acquisitions practices. We regularly represent buyers in “section 363” bankruptcy sales as well as debt investors in change-of-control transactions both in chapter 11 and out of court. We wrote the book on Distressed M&A.
Specialized Litigation Expertise
We have an extensive record representing major parties in litigation relating to bankruptcy cases and other debt-related issues. We represented JPMorgan Chase in the successful defense of multi-billion dollar actions brought by the Lehman Brothers estate, the trustee for Bernard Madoff’s brokerage firm and the unsecured creditors committee of General Motors. We successfully defended Campbell Soup, at trial and on appeal, from fraudulent transfer litigation arising out of the Vlasic spin-off. The Campbell Soup decision is now the leading precedent relating to valuation in fraudulent transfer cases. We also represented Education Management in litigation arising out of its out-of-court restructuring, including its successful, precedent-setting appeal in the Marblegate case.
A Market-Leading Acquisition Finance Practice
Our firm focuses on financing complex and transformative corporate transactions, including mergers, acquisitions, divestitures and spin-offs, however accomplished: bank debt and capital markets transactions, investment grade and high-yield.
Year after year, we lead many of the largest and most complicated financing transactions in the U.S. and around the world. Recent substantial financing engagements can be found here.
Capitalizing on our extensive experience in corporate deal-making and corporate distress, Wachtell Lipton has become a pioneer in developing acquisition financing platforms that help our clients weather the ups and downs in the business cycle and give them the flexibility to execute on their business plans and to grow organically and through future deals.
The breadth and depth of our market exposure ensures that our clients benefit from the best available terms and market trends and permits us to craft negotiating strategies designed to achieve these terms while maximizing speed and minimizing execution risk.
Liability Management and Activism
Our firm has advised numerous companies and financial sponsors in connection with exchange offers and other liability management transactions. Recent representations include Intelsat in connection with $6 billion of exchange and refinancing transactions; Abbott Laboratories in its registered exchange offer for $3.1 billion of notes issued by St. Jude Medical in connection with Abbott’s acquisition of St. Jude; and Sears in connection with a variety of refinancing transactions and exchange offers.
We are thought leaders on issues relating to activism in the debt markets, advising clients, including Intelsat, in responding to activist strategies, including default claims and strategies relating to credit default swaps and other short positions.
- Recent Trends in U.S. Corporate Bankruptcy and Restructuring,
in The International Comparative Legal Guide to: Restructuring & Insolvency, 2021.
- Private Equity – Year in Review and 2021 Outlook,
in Harvard Law School Forum on Corporate Governance, February 6, 2021.
- Financing Year in Review: From Crisis to Comeback,
in Harvard Law School Forum on Corporate Governance, January 19, 2021.
- Private Equity - Year in Review and 2020 Outlook,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, February 8, 2020.
- Acquisition Financing Year in Review: The Decade of Debt,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 17, 2020.
- Debt Default Activism: After Windstream, the Winds of Change,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, June 18, 2019.
- Distressed Mergers and Acquisitions,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, May 23, 2019.
- Corporate Bankruptcy and Restructuring: 2018-2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, February 17, 2019.
- Cross Border M&A - 2019 Checklist for Successful Acquisitions in the United States,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 30, 2019.
- 2018 Private Equity Year In Review,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 17, 2019.
- Acquisition Financing Year in Review - From Break-Neck to Brakes-On,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 14, 2019.
- Default Activism in the Debt Markets,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, December 4, 2018.
- The Rise of the Net-Short Debt Activist,
in CFO, August 6, 2018.
- Mergers and Acquisitions -- 2018 - With a Brief Look Back,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 29, 2018.
- Acquisition Financing: A Banner Year Behind, and New Opportunities in the Year Ahead,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 17, 2018.
- Cross-Border M&A -- 2018 Checklist for Successful Acquisitions in the United States,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 10, 2018.
- Financing the Deal,
in REITs: Mergers and Acquisitions (Update Author of Chapter 9), Law Journal Seminars Press, 2018.
- Corporate Bankruptcy and Restructuring 2016/2017,
in Columbia Law School’s Blog on Corporations and the Financial Markets, January 20, 2017.
- Acquisition Financing: the Year Behind and the Year Ahead,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 18, 2017.
- Co-author, The Chapter 11 Plan,
in Collier Bankruptcy Practice Guide (LexisNexis, 2016).
- Post-Confirmation Entities Created Under Restructuring Plans, The "In Pari Delicto" Doctrine & The American Bankruptcy Institute's Commission to Study the Reform of Chapter 11,
in 41st Annual Lawrence P. King and Charles Seligson Workshop on Bankruptcy & Business Reorganization, September 16-17, 2015.
- Fiduciary Duties in Chapter 11,
in American Bankruptcy Institute’s 17th Annual New York City Conference, May 14, 2015.
- Sectors showing structural weakness in 2015,
in Financier Worldwide Magazine, March 2015.
- TalkingPoint: Trends In US Bankruptcy,
in FinancierWorldwide.com, December 2013.
- Settlement of Avoidance Actions in Bankruptcy,
in 39th Annual Lawrence P. King and Charles Seligson Workshop on Bankruptcy and Business Reorganization, September 18-19, 2013 pg. 283.
- Bidding Procedures - Stalking Horse Protections and Collusion,
39th Annual Lawrence P. King and Charles Seligson Workshop on Bankruptcy and Business Reorganization, September 18-19, 2013 pg. 299.
- Dealmaking in a Distressed Environment,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, April 17, 2013.
- American College of Bankruptcy Best Practices Report: Formation, Function & Obligations of Equity Committees in Chapter 11, 2011,
- Vote Designation in the Aftermath of "DBSD",
in Best of ABI 2011: The Year in Business Bankruptcy (American Bankruptcy Institute).
- Recent Developments in Bankruptcy Code Section 363 Sales,
in The Review of Banking and Financial Services Vol. 26 No. 8, August 2010.
- Leveraged Acquisitions: A New Post-Credit Crisis Structure,
in Deal Lawyers, July/August 2010.