Davis Polk & Wardwell

Insolvency and Restructuring New

Davis Polk Advising Delta in Connection with US Airways Unsolicited Offer

November 15, 2006

Davis Polk & Wardwell is advising Delta Air Lines, Inc. in connection with an unsolicited $8 billion offer by US Airways Group, Inc. to acquire Delta.

According to the terms of the offer, US Airways will offer Delta’s creditors approximately $4 billion in cash and $4 billion in stock in US Airways.

McLeodUSA Bankruptcy Plan Wins Approval

December 19, 2005

Davis Polk & Wardwell is advising JPMorgan Chase Bank, N.A. in its capacity as administrative agent under two prepetition credit facilities in connection with the Chapter 11 bankruptcy proceedings of McLeodUSA Incorporated. McLeodUSA is a facilities-based competitive local-exchange carrier based in Iowa, offering local and long-distance service, Internet access and other data services, primarily to small and mid-sized businesses and residential customers.

On Thursday, December 15, Judge John Squires of the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago approved McLeodUSA's prepackaged bankruptcy plan. As part of the plan, the junior creditor group has agreed to swap its $675 million prepetition loan for 100 percent of the equity of the reorganized company and the senior creditor group has agreed to swap its $100 million prepetition loan for a new $100 million term loan. All unsecured creditors are to be paid in full. Davis Polk is also advising JPMorgan Chase in its capacity as administrative agent for a $50 million debtor-in-possession financing and a $150 million exit financing.

The Davis Polk corporate team includes partners Donald S. Bernstein, Nick Segal, Nancy L. Sanborn and Tiziana M. Bason, associates Jinsoo H. Kim, Lisa F. Muller, Christopher S. Schell, Brian M. Resnick, Tanya E. George, Elke Rehbock and Paul Denley Hodgdon, and legal assistants Stephanie Neely and Karen S. Cottrell. All lawyers work in the New York office.

Davis Polk Advises Mueller on Its Recapitalization

April 30, 2004

Davis Polk & Wardwell advised Mueller Holdings (N.A.), Inc. in connection with its $1.15 billion recapitalization. As part of the recapitalization, Mueller issued and sold units consisting of 14.75-percent senior discount notes due 2014 in an aggregate principal amount at maturity of $223 million and warrants to purchase Mueller Holdings common stock; and its subsidiary, Mueller Group, Inc. issued and sold $100 million of second-priority senior secured floating-rate notes due 2011 and $315 million of 10-percent senior subordinated notes due 2012. Mueller Group also entered into a $625 million amended and restated senior secured credit facility, which provided for $545 million of term loans and an $80 million revolving credit facility. Mueller used the net proceeds of the offerings and term loan borrowings to repay existing credit facility debt; pay a dividend to its common equity holders, including DLJ Merchant Banking Partners II, L.P. and related funds, of approximately $400 million in the aggregate; and redeem approximately $110 million of preferred stock.

Based in Decatur, Illinois, Mueller is a leading North American manufacturer of a broad range of flow control products for use in water distribution networks, water and wastewater treatment facilities, gas distribution systems and piping systems.

The Davis Polk capital markets team included partners Michael Kaplan and Richard D. Truesdell Jr. and associates Michael Nordtvedt, Laura M. Nardone, Jason H. Pan, Charles P. Bronowski and Jared G. Jensen. Partner Lawrence E. Wieman and associates James C. O'Brien and Kimberly E. Epstein provided credit advice. Partner Kathleen L. Ferrell and associates Raymond J. Holst and Melissa E. Loewenstern provided tax advice. Associate Kyoko Takahashi provided benefits advice. Counsel Betty Moy and associate Jason M. Licht provided environmental advice. Counsel Susan D. Kennedy and associate Charles J. Harary provided real estate advice. Kathryn Holden, Moonsun M. Kang and James F. Henderson were the legal assistants on the transaction. All members of the Davis Polk team work in the New York office.

$8.8 billion Exit Financing Package for Adelphia

February 27, 2004

Davis Polk & Wardwell advised JPMorgan Chase & Co., Credit Suisse First Boston, Citigroup Inc. and Deutsche Bank AG in connection with the recently-announced $8.8 billion exit financing package for Adelphia Communications Corporation. The proposed financing package, which is intended to be used to finance Adelphia's proposed Chapter 11 plan of reorganization, includes $5.5 billion of senior secured credit facilities and a $3.3 billion bridge facility.

Adelphia Communications Corporation is the fifth-largest cable television company in the country. It serves subscribers in 30 states and Puerto Rico, and offers analog and digital cable services, high-speed Internet access and other advanced services over Adephia's broadband networks.

The Davis Polk corporate team included partners Karin S. Day and Tiziana M. Bason, associates Jinsoo H. Kim and Anne Kobayashi and legal assistant Karen S. Cottrell. Partners Donald S. Bernstein and Marshall S. Huebner and associates Shaya Rochester and Julie E. Anderson provided bankruptcy and restructuring advice. Counsel Susan D. Kennedy provided real estate advice. All members of the Davis Polk team work in the New York office.

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