Davis Polk & Wardwell is serving as lead counsel to Frontier Airlines Holdings Inc. in securing a $75 million DIP financing commitment from Washington, DC private equity firm Perseus LLC, as part of its Chapter 11 reorganization. Perseus would also serve as equity sponsor for Frontier's plan of reorganization, allowing Perseus to purchase 79.9% of the equity in the reorganized company for $100 million. The DIP facility and plan sponsorship are subject to bankruptcy court approval and various other conditions.
Frontier operates jet service carriers linking its Denver hub to 46 cities coast-to-coast, 8 cities in Mexico and 1 city in Canada. Frontier Holdings and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the US Bankruptcy Code on April 10, 2008, in the Southern District of New York. On July 25, Frontier filed motions with the Bankruptcy Court for the Southern District of New York seeking approval of the proposed DIP financing and plan sponsorship proposal. Under the terms of the proposed DIP credit facility, Frontier will be able to access a $40 million first tranche immediately upon court approval and $35 million when the plan sponsorship agreement and final DIP order are approved at a later date.
The Davis Polk corporate team includes partners Juliet Cain, Marshall S. Huebner and Nancy L. Sanborn, counsel Timothy Graulich, associates Karla Booth, Jason Kyrwood, Hugh McCullough, Damian S. Schaible, H. Oliver Smith, Hilary Dengel, Pheabe S. Morris, Carson T. Stewart, Eli James Vonnegut, Alexander Young-Anglim, and summer associate Marissa A.L. Jackson. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental law advice. Partner Kathleen L. Ferrell and associates Joshua Ruland and Ari Weinstein are providing tax advice. Partner Jean M. McLoughlin, counsel George R. Ince Jr. and associate Ada Dekhtyar Karczmer are providing employment law advice. Alfonso Silva is the legal assistant on the deal. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Tekni-Plex, Inc. on an out-of-court restructuring of its balance sheet, pursuant to which over $300 million of its 12.75% senior subordinated notes due 2010 were exchanged for common stock, the company’s preferred stock was exchanged for three series of warrants and the company’s existing common stock was repurchased by the company. Davis Polk also advised Tekni-Plex on an upsizing of its credit facility to $110 million.
Tekni-Plex is a global, diversified manufacturer of packaging, packaging products and materials, as well as tubing products. The company primarily serves the food, health care and consumer markets. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada.
The Davis Polk team included partners Lawrence E. Wieman, Marshall S. Huebner and Michael Kaplan, and associates Jean Weng, Brian M. Resnick, Hugh McCullough, Joanna A. McGinley, Florian Feder, Alexander N. Macleod (not yet admitted) and Hilary Dengel (not yet admitted). Additionally, partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice, partner Kathleen L. Ferrell and associate Joshua Ruland provided tax advice, associate Ada Dekhtyar provided executive compensation and employee benefits advice and counsel Susan D. Kennedy provided real estate advice. All members of the Davis Polk team are based in the New York office.
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.
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 & 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.
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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