Acquisition and Sales

The bankruptcy sale process can be time-consuming and cumbersome. We help our clients understand never to underestimate the advantages to the buyer and the value to the seller to be free and clear. At Robins Kaplan LLP, our acquisition and sales attorneys provide collaborative, industry-focused counsel to assist equity and/or debt investors in acquiring distressed assets inside or outside of a formal bankruptcy process. Through our daily monitoring of all aspects of the distressed corporate and insolvency communities, we stay on top of distressed assets and situations that may be in play. Our acquisition and sales lawyers often work closely with a client’s mergers and acquisition professionals, including appropriate outside financial, tax and legal counsel. When it comes to large, complex acquisitions, we believe working collaboratively with independent, specialized experts is a winning combination that helps our clients maximize the value of their transactions. We have handled billions of dollars of acquisition and sale transactions in the corporate restructuring and bankruptcy area.

Our experience with respect to distressed corporate situations, commercial financing arrangements, secured transactions and the corporate bankruptcy process forms an integral part of our clients’ strategic acquisition planning. We assist in:

  • Identifying aspects of an acquisition target’s current debt and equity structure that may create opportunities for leverage or cost-savings
  • Structuring an acquisition plan that may incorporate foreclosure, a formal bankruptcy or a work-out process
  • Reviewing existing and proposed financing agreements, operating agreements, and other corporate documents to ensure that our client’s strategic acquisition plan is sound before it is implemented

Selected Case Results*

  • Robins Kaplan LLP was employed to assist in negotiations with over $30 million of debt and equity holders to facilitate the sale of a business or raising additional capital. The company was able to complete a sale of the entire business to a major international music production company on terms that were not contested by the largest debt and equity holders.

  • Halcyon: Represents Halcyon Holding Group, L.L.C. and its affiliates, who owned certain rights, to the highly successful Terminator motion picture franchise and who produced the feature film Terminator: Salvation. As counsel to Halcyon in its Chapter 11 case, we negotiated and consummated the sale of the Terminator sequel, prequel and remake for total consideration in excess of $35 million.

  • BMK: Represented the ten largest full service distributor of general merchandise products and specialty items in the United States (BMK). After suffering several financial reversals, the company defaulted on approximately $96 million in debt. In cooperation with the secured lender, the company filed a Chapter 11 in order to consummate a sale of substantially all of the company’s assets. We managed the sale process, which resulted in the consummation of the sale of the company’s assets for approximately $72 million.

  • Granada Hills Community Hospital: Represented a bankruptcy trustee for a 155-bed hospital located in Granada Hills, California. After the trustee determined that the hospital could not be reorganized and then proceeded to close the hospital, we negotiated and consummated the auction of the hospital’s real property and improvements for $22 million.

  • 2B Or Not 2B: Represented a limited liability corporation whose primary asset was a three story office building in Westwood, California. The members of the LLC began to have serious disputes and could not agree on either a voluntary dissolution of the LLC or a sale of the property. While the property had substantial equity, the inability to operate the property resulted in a default to the secured lender and risk of a foreclosure. At the instruction of a managing member, we filed a Chapter 11 for the LLC and obtained the Court’s approval of the sale of the property. Over the objection of the other member, we negotiated and consummated the sale of the property for $5.3 million.

  • LaundryMart: LaundryMart, the developer and operator of approximately 26 combined-use retail micro-malls located throughout Los Angeles County, engaged us to file. A sudden and dramatic increase in natural gas prices left the company with insufficient cash flow to service its leases and other obligations. During the Chapter 11 case, we negotiated and consummated a sale of the company’s assets for total consideration of $6 million.

  • Passport International Entertainment: Negotiated and consummated a sale of the film library for $200,000 in our representation of the bankruptcy trustee of Passport International Entertainment, a production company that created programming for home video/DVD distribution and licensing to television and cable networks.

*Past results are reported to provide the reader with an indication of the type of transactions we practice. They do not and should not be construed to create an expectation of result in any other transaction, as all transactions are dependent upon their own unique fact situation and applicable law.

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