Michael A. Rosenthal

Michael A. Rosenthal is a partner in the New York office of Gibson, Dunn & Crutcher and Co-Chair of the Firm’s Business Restructuring and Reorganization Practice Group.  Mr. Rosenthal has extensive experience in reorganizing distressed businesses and related corporate reorganization and debt restructuring matters.  With a long history in the representation of Chapter 11 debtors, acquirors of distressed assets and investors in distressed businesses, he has represented distressed debtors, private equity and hedge funds and companies involved in a variety of business sectors, including energy, retail, manufacturing, real estate, engineering, construction, medical, airlines, media, telecommunications and banking. 

Over the years, his debtor clients have included, among others, Arcapita Bank B.S.C. (c); TBS International, Ltd.; Almatis, B.V.; Building Materials Holding Corporation; Prentiss Copley Investment Group; FINOVA; FLAG Telecom; Atlantic Coast Airlines; First RepublicBank Corporation; Resorts International; Financial News Network (now known as CNBC); nationally known homebuilders; and National Gypsum Company (now known as Asbestos Claims Management Corporation); and his non-debtor clients have included, among others, the George Kaiser Foundation (as the largest investor in Solyndra LLC), Investcorp and various of their portfolio companies, First Reserve and various of their portfolio companies, Intel, General Electric Credit Corporation, Textron Financial, Catterton Partners, Oldcastle, Q Investments, Tenet Healthcare, Cooper Industries and The Shaw Group Inc.

During the recent financial and credit crisis, Mr. Rosenthal has been active in representing and providing advice to entities regarding their rights and exposure related to difficulties in the financial services sector, including issues related to loan restructurings, spin-offs, derivative products, securitizations, and customer account issues.  Among others, he has represented Dexia in the resolution of its investment in Financial Security Assurance, its U.S. insurance subsidiary, PwC as liquidator of Lehman Brothers Finance, S.A., the Swiss affiliate of Lehman that originated much of Lehman’s non-U.S. derivatives business, all of the Lehman Brothers Private Equity Funds and various other large, public companies in the Chapter 11 and related cases involving Lehman Brothers and its affiliates.  In the aftermath of the financial crisis, Mr. Rosenthal played an important role in providing input and advice regarding proposed U.S. financial regulatory reform legislation—recently enacted as the Dodd-Frank Financial Reform Regulatory Act— including testifying before the House Judiciary Committee on issues related to the new Orderly Liquidation Authority enacted to facilitate the efficient resolution of systemically significant financial companies.

In addition to debtors, acquirors and investors, Mr. Rosenthal has represented creditors’ committees, secured and unsecured creditors, bondholders and trustees.  He also has substantial experience in out-of-court restructurings and pre-packaged Chapter 11 cases, and in advising private equity firms and others on distressed and fulcrum security investing strategies.  In this regard, Mr. Rosenthal is frequently consulted to analyze the capital structure of companies and to advise on first lien/second liens issues and the strengths, weaknesses and relative priorities of outstanding bond and/or equity security issues.

Mr. Rosenthal is one of the country’s leading lawyers on restructuring issues related to companies with asbestos and other mass tort liability.  He has advised substantial section 524(g) asbestos settlement trusts, companies seeking to resolve their asbestos exposure and entities seeking to acquire or invest in companies that have such exposure. 

Mr. Rosenthal is a member of the Bars in New York, Texas and Illinois, and Business Bankruptcy Committee of the American Bar Association, and has lectured and published at the national and local levels on matters involving bankruptcy and creditors’ rights.  He has also lectured at the Mealey’s Asbestos Conference on asbestos-related restructuring issues and published an article for such conference entitled “Adversary Proceedings in Asbestos Bankruptcies:  A Procedural and Substantive Primer.”  He is co-author of “The Impact of Post-Petition Events on Preference Liability,” published in the February 2005 issue of ABI Journal, an American Bankruptcy Institute publication, and “The Intersection of Sovereign Immunity and Bankruptcy Jurisdiction,” published in the materials for the conference entitled “10th Annual Rocky Mountain Bankruptcy Conference:  Educational Materials,” American Bankruptcy Institute, February 10–12, 2005.  He has also published and written extensively on directors’ fiduciary obligations in the context of distressed businesses.  Mr. Rosenthal is consistently ranked as one of the best bankruptcy lawyers in the United States.  Recently, he has been ranked in The Daily Deal, Legal 500, The Best Lawyers in America^®, and Texas and New York Super Lawyers.

Mr. Rosenthal received his Juris Doctor in 1979 from the University of Chicago and his Bachelor of Arts degree summa cum laude in 1976 from the University of Virginia.  He studied for a year at the London School of Economics and Political Science.   

Mr. Rosenthal has been responsible for or active in the Firm’s representation of the following debtors, either in out-of-court restructurings or Chapter 11 cases:

• Arcapita Bank B.S.C.(c):  Representation of Arcapita Bank B.S.C.(c), a Bahrain-based investment bank and private equity company, and its affiliates in their Chapter 11 cases currently pending in the Southern District of New York.  Arcapita is a leading global manager of Shari’ah compliant alternative investments, and has approximately $7 billion in assets under current management related to approximately 30 portfolio companies located around the world. 
• TBS International Ltd.:  Representation of TBS International Ltd. and its affiliates in their recent, successful Chapter 11 cases in the Southern District of New York.  TBS is an international ocean shipping company.  In April 2012, scarcely 50 days after filing for Chapter 11, TBS confirmed its prepackaged Chapter 11 plan.
• Almatis, B.V.:  Representation of Almatis, B.V. and its affiliates in their Chapter 11 cases recently confirmed in the Southern District of New York.  The debtors are one of the world’s leading suppliers of alumina products.  Despite a hotly contested valuation litigation surrounding the filing of a prepackaged plan of reorganization, a Chapter 11 plan of reorganization was, in a short five-month time frame, confirmed by the Bankruptcy Court and consummated.
• Building Materials Holding Corporation:  Representation of Building Materials Holding Corporation and its subsidiaries in their successful, pre-negotiated Chapter 11 cases filed in Delaware.  The debtors have a significant national presence in the building materials and construction services sectors, and confirmed a pre-negotiated plan of reorganization that, among other things, implemented a debt to equity conversion of the debtors’ secured revolver and term debt owed to a 70-member bank/hedge fund syndicate.
• Dexia, Ltd.:  Represented Dexia, a large French/Belgian insurance holding company, on its exposure, investment and ownership interest in Financial Security Assurance Holdings, Inc. (“FSAH”), a U.S. entity that owns FSA Inc., one of the three largest U.S. monoline insurance carriers, and several non-insurance entities that issued billions of dollars of underwater Guaranteed Insurance Contracts.  Mr. Rosenthal advised Dexia on its options relative to the sale of FSAH and/or the financial restructuring of these entities, and ultimately, assisted Dexia in the sale of FSAH to Assured Guaranty, Ltd. 
• Lehman Brothers Finance, S.A.:  Representation of PwC, as liquidator of Lehman Brothers Finance, A.G., a Swiss affiliate of Lehman that originated much of the non-U.S. derivatives business.  The representation has involved advising PwC on its rights and obligations as liquidator, including those rights and obligations arising from the filing on behalf of the liquidator of a petition under Chapter 15 of the Bankruptcy Code for Lehman Brothers Finance, S.A., and on its claims related to the pending Chapter 11 case of Lehman Brothers Holding Corp. and the pending SIPA case of Lehman Brothers Inc.
• Confidential Client:  Representation of leading manufacturer of performance materials and specialty chemicals and its affiliates in connection with their Chapter 11 cases involving complex environmental, pension, litigation, and indemnification issues.  In addition to the filing and handling of the client’s Chapter 11 cases, the Firm represented the client and its affiliates in a pre-petition restructuring of secured bank debt.
• FINOVA Group Inc., et al.:  Representation of Chapter 11 debtor in stand-alone reorganization with approximately $11 billion of debt, including a new loan by a joint venture of Berkshire Hathaway and Leucadia National Corporation.  Plan confirmed less than six months after filing.
• FLAG Telecom Holdings Limited:  Representation of London-based Chapter 11 debtor in its six-month reorganization case that restructured more than $3 billion in debt.
• Building Industry Restructurings:  Representation of various major U.S.-based construction and homebuilding entities in their out-of-court restructuring efforts.  The names of these entities cannot be disclosed at this time.
• Prentiss/Copley Investment Group:  Representation of The Prentiss/Copley Investment Group in connection with an out-of-court restructuring of 122 office buildings and industrial properties located throughout the United States.
• Kalikow Real Estate Company:  Representation of New York developer Peter Kalikow in simultaneous restructuring negotiations and Chapter 11 cases.  Continued representation to enforce discharge provisions of plan.
• Asbestos Claims Management Corporation:  Representation of Chapter 11 debtor with billions of dollars of asbestos-related liabilities.  The plan, which was confirmed and consummated less than a year after the case was commenced, resulted in the creation of one of the few asbestos trusts that is operational and well-funded today. 
• Resorts International, Inc.:  Representation of Chapter 11 debtor in the pre-packaged stand-alone reorganization of high-profile Merv Griffin Casino in Atlantic City, and in the sale of Paradise Island, Bahamas Casino, which is now known as The Atlantis.  The case was concluded in a matter of months.
• First Republic Bank Corporation:  Representation of First Republic Bank, one of the largest bank holding companies ever to seek Chapter 11 protection, in a vigorously contested Chapter 11 case in which pension fund surpluses were preserved for creditors of insolvent bank holding companies through a settlement negotiated with the FDIC.
• Hawaiian Airlines, Inc.:  Representation of Hawaiian Airlines in its Chapter 11 case, including labor negotiations, aircraft lessor litigation and formulation of code share/frequent flyer alliance with American Airlines.
• The Shaw Group/Military Housing:  Representation of The Shaw Group in connection with restructure at privatized Army, Navy and Air Force military housing projects.
• American Pad & Paper Company:  Representation of Chapter 11 debtor that was one of the largest manufacturers and marketers of nationally branded and private label paper-based office products in the North American office products industry. 
• Financial News Network:  Representation of Chapter 11 debtor, including its highly publicized section 363 auction between Dow Jones/Westinghouse and General Electric’s NBC unit, which led to the formation of NBC’s cable news affiliate, CNBC.  The Second Circuit decision upholding the sale established new precedent concerning flexible auction procedures.
• Money’s Foods U.S., Inc.:  Representation of Chapter 11 debtor in stand-alone reorganization of second- largest mushroom producer in North America.  During the case, the company sold several of its operating farms pursuant to section 363 sales.
• Graham-Field Health Products, Inc.:  Representation of Graham-Field Health Products, Inc. and its affiliates, suppliers of medical and home health care products, in their Chapter 11 cases. 
• NACO Finance Corporation:  Representation of NACO Finance Corporation in complex reorganization.
• Sunnyside Cogeneration Associates:  Representation of Sunnyside Cogeneration Associates, a Utah cogeneration facility, in an out-of-court restructuring.
• AutoFuel Company:  Representation of AutoFuel Company, d/b/a AFCO, a distributor of motor fuels in the Southwest and Hawaii, in its Chapter 11 case in the Northern District of Texas.
• Metrocall:  Representation of debtor in Chapter 11 case in the Northern District of Texas.
• Comtel Telcom Assets, L.P.:  Representation of debtor in Chapter 11 case in the Northern District of Texas.

Mr. Rosenthal has been responsible for the Firm’s representation of the following acquirors of substantially all of the business and assets of Chapter 11 debtors:

• Celanese/Clear Lake Cogeneration:  Representation of Celanese Corp., one of the world’s largest chemical companies, in connection with negotiation of agreements with Clear Lake Cogeneration, a Chapter 11 debtor and affiliate of NRG Energy, also a Chapter 11 debtor, to restructure and, in certain instances, acquire cogeneration assets critical to continued, uninterrupted, operation of Celanese’s largest chemical plant in Clear Lake, Texas.
• NRG Energy/Cajun Electric:  Representation of NRG Energy in acquisition of the electric generating assets of Cajun Electric Power Cooperative, Inc., a Chapter 11 debtor in the Middle District of Louisiana.  Cajun Electric is the utility provider to virtually all of rural Louisiana.
• NRG/O’Brien Environmental:  Representation of NRG Energy in the acquisition of a controlling interest in O’Brien Environmental Energy, Inc., a Chapter 11 debtor in the District of New Jersey, through a competing plan of reorganization and highly contested auction.
• The Shaw Group/IT Group:  Representation of The Shaw Group Inc., a worldwide engineering and construction company, in its acquisition of substantially all of the assets of IT Group, Inc., another large worldwide engineering and construction company, which is a debtor in a Chapter 11 case in the District of Delaware.
• Tenet Healthcare/Allegheny Health:  Representation of Tenet Healthcare Corporation in the purchase of eight Philadelphia area hospitals and the medical school owned by Allegheny Health, Education and Research Foundation and its affiliates, which are debtors in Chapter 11 cases in the Western District of Pennsylvania.
• TELUS/PSINet:  Representation of TELUS Corporation, one of Canada’s largest telecommunication providers, in its acquisition of Canadian assets of PSINet, Inc., a Chapter 11 debtor in the Southern District of New York.
• Jacobs Engineering/Stone & Webster:  Representation of Jacobs Engineering Group in the highly contested auction to acquire the assets of Stone & Webster, Inc., a Chapter 11 debtor in the District of Delaware.

Mr. Rosenthal also spearheaded the Firm’s successful representation of creditors and official unsecured creditors’ committees in the following Chapter 11 cases:

• Solyndra:  Representation of the George Kaiser Foundation and the Rob Walton Foundation, as principal lenders and investors to Solyndra LLC, a solar energy firm located in California that is in a Chapter 11 case in the District of Delaware.
• Lehman Brothers:  Representation of all of the Lehman Brothers Private Equity Funds, and various other parties, in connection with their rights and obligations related to the Chapter 11 filing of Lehman Brothers Holdings Inc. and the Securities Investor Protection Act case filed against Holdings’ broker-dealer subsidiary, Lehman Brothers Inc.
• Zale Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of Zale Corporation, the largest jewelry store chain in the United States with thousands of retail locations.
• I.C.H. Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of I.C.H. Corporation, a large U.S. insurance holding company.
• KCS Energy Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of KCS Energy, Inc.
• Sunrise Energy Official Unsecured Creditors’ Committee:  Representation of the Official Committee of Unsecured Creditors of Sunrise Energy Company and Sunrise Energy Management Company, which successfully concluded their Chapter 11 proceedings in seven months.
• DII Industries Asbestos PI Trust:  Representation of DII Industries Asbestos PI Trust, the multibillion dollar trust funded by Halliburton Company to resolve the asbestos claims against Halliburton, DII Industries and other Halliburton affiliates.  The trust is one of the largest of its kind ever to be created.
• Textron Financial/Brooke:  Representation of loan servicing in issues related to financial distress at Brooke Capital Corporation and Brooke Credit Corporation.
• NGC Settlement Trust:  Representation of the settlement trust created in the Chapter 11 reorganization of National Gypsum Company to resolve billions of dollars in asbestos-related claims.
• Atlantic Coast/United Airlines:  Representation of Atlantic Coast Airlines, as a creditor in the Chapter 11 cases of UAL Corporation and its affiliates currently pending in the Northern District of Illinois.
• Shaw Communications/360 Networks:  Representation of Shaw Communications, Canada’s largest cable TV provider, in the 360Networks case pending in the Southern District of New York.
• Nortel Networks/GST Telecom:  Representation of Nortel Networks, Inc., a creditor in the GST Telecom, Inc. Chapter 11 case in the District of Delaware.
• Cooper Industries/Federal Mogul:  Representation of Cooper Industries, Inc., in connection with its asbestos issues arising from the Chapter 11 cases of Federal Mogul, Inc. and its affiliates currently pending in the District of Delaware.
• Crosby Capital/Aviva America:  Representation of Crosby Capital LLC, a secured lender in the Aviva America, Inc. Chapter 11 case in the Northern District of Texas.
• Potomac Electric/Ferranti International:  Representation of Potomac Electric Power Company as large unsecured creditor in the Ferranti International Controls Corporation Chapter 11 in the Southern District of Texas.
• Bank of Nova Scotia:  Representation of The Bank of Nova Scotia in various troubled credits.