YOUR PARTNER IN BUSINESS

Deal Sheet

Joseph
Malfitano

Selected Retail Transactions


Eastern Mountain Sports/Bob’s Stores (Chapter 11-District of Delaware).  Acted as asset disposition advisor and consultant for the company in connection with the liquidation of 36 stores with inventory valued (at retail) at approximately $36,000,000.  As a result of the closing of the stores for this regional apparel, footwear and sporting goods retail chain, the company was able to re-position itself for a buyer who took the company out of chapter 11 and continues to operate the company today.

Gregg Appliances, Inc. “hhgregg” (Chapter 11-Southern District of Indiana). Acted as asset disposition advisor and consultant for the company in connection with the liquidation of 226 stores with inventory valued (at cost) at approximately $100,000,000. hhgregg was a retailer that provided an extensive selection of premium appliances, consumer electronics, home products and computers and tablets and operated in 20 states.

Golfsmith International (Chapter 11-Southern District of New York/Equity Transaction). Acted as transactional counsel in connection with joint venture transaction with strategic buyer whereby the liquidation agent liquidated underperforming stores (with approximately $75,000,000 (cost value)) of inventory. Golfsmith was a specialty retailer that sold a wide selection of golf clubs, shoes, apparel, gadgets and gear from all the major brands as well as proprietary offerings.

Aéropostale, Inc. (Chapter 11-Southern District of New York/Fee Transaction). Acted as transactional counsel in connection with joint venture transaction whereby the liquidation agent liquidated 154 underperforming stores in the United States and Canada (with approximately $25,000,000 (cost value)) of inventory. As a result of the closing of the stores, the company was able to re-position itself for a buyer who took the company out of chapter 11 and continues to operate the company today.

American Apparel (Chapter 11-District of Delaware/Fee Transaction). Acted as transactional counsel in connection with joint venture transaction whereby the liquidation agent liquidated underperforming stores of one of the largest apparel manufacturers in North America.

BCBG Max Azria (Chapter 11-Southern District of New York/Fee Transaction).  Acted as transactional counsel in connection with joint venture transaction whereby the liquidation agent liquidated 149 underperforming stores.  As a result of the closing of the stores, the company was able to re-position itself for a buyer who took the company out of chapter 11 and continues to operate the company today.

Linens ‘n Things (Chapter 11-District of Delaware/CCAA Proceeding/Equity Transaction). Acted as internal transactional counsel for the successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (US and Canada) (over 500 stores) with inventory valued (at cost) at approximately $600,000,000. Linens ‘n Things operated in 47 states and 7 provinces in Canada and at one time employed more than 17,000 people.

Circuit City (Chapter 11-Eastern District of Virginia/Equity Transaction).  Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a partial chain liquidation (154 stores) with inventory valued at approximately $285,000,000.

Goody’s Family Clothing (Multiple Chapter 11s-District of Delaware/Equity Transactions). Over the course of two bankruptcy filings, acted as internal transactional counsel for the successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (304 stores) with inventory valued (at cost) at approximately $136,000,000. Goody’s was an apparel retailer with headquarters in Knoxville, TN and operated in 20 states.

Sharper Image (Chapter 11-District of Delaware). Acted as internal transactional counsel for the successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (over 150 stores) with inventory valued (at retail) at approximately $105,000,000 and to acquire the rights to the intellectual property. Prior to the liquidation, the company sold merchandise through dozens of retail stores throughout the United States, a monthly catalog, and its website.

Virgin Entertainment (Out of Court/Equity Transaction). Acted as internal transactional counsel for the successful bidder for the exclusive right to be the agent of company to close the 6 Virgin megastores in the United States. Transaction involved inventory valued (at cost) of approximately $20,000,000. International record stores with high profile locations, including Times Square in New York.

Levitz Furniture (Chapter 11-Southern District of New York/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (76 stores) with inventory valued (at cost) at approximately $60,000,000. Successful bidder also acquired the lease designation rights to all leased properties. Levitz Furniture was a nationwide chain of American furniture stores that helped create the “furniture warehouse” genre of retail furniture sales. It was in business for nearly 100 years before liquidating.

Boater’s World a division of Ritz Camera (Chapter 11-District of Delaware /Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (129 stores) with inventory valued (at retail) at approximately $122,000,000.

Boscov’s (Chapter 11 Case-District of Delaware/Equity Transaction). Acted as internal transactional counsel for stalking horse and successful bidder for the exclusive right to be the agent of company to conduct a partial chain liquidation (10 stores) with inventory valued (at cost) at approximately $34,000,000. Also acted as internal counsel for real estate group retained to restructure certain leases on behalf of the company and to sell certain owned properties in the chapter 11 case. Boscov’s is an American department store founded by Solomon Boscov in 1911 that operates stores in Pennsylvania, New Jersey, Maryland, New York, and Delaware.

Wilson’s Leather (Out of Court/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to close 158 stores nationwide and to provide the company with a guarantee on lease termination liabilities. Transaction involved inventory valued (at cost) of approximately $20,000,000. Wilsons, based in Brooklyn Park, MN, was, at the time, the leading leather retailer in the U.S., selling men’s and women’s outerwear, apparel, and accessories under various brand names.

Wickes Furniture (Chapter 11-District of Delaware/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (43 stores) with inventory valued (at cost) at approximately $35,000,000. Wickes was based in Wheeling, IL and was owned by Sun Capital Partners Inc., a Boca Raton investment firm that specializes in leveraged buyouts and other transactions.

J. Jill (Out of Court/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to close 69 stores nationwide with inventory valued (at retail) of approximately $22,000,000. J. Jill is a multi-channel retailer of women’s apparel, accessories and footwear.

Samsonite Company Stores (Chapter 11-District of Delaware/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a partial chain liquidation (68 stores) with inventory valued (at cost) at approximately $6,000,000. Samsonite makes luggage with its products ranging from large suitcases to small toiletries bags and briefcases and operates retail stores in the United States and overseas.

Bruno’s Supermarkets (Chapter 11-Northern District of Alabama). Acted as internal transactional counsel in connection with joint venture transaction with strategic buyer whereby the liquidation agent liquidated underperforming stores with approximately $20,000,000 (cost value) of inventory. Bruno’s Supermarkets once operated stores under the banners Bruno’s, Food World, Foodmax, Food Fair, Fresh Value, Vincent’s Markets, and Consumer Foods in Alabama, Florida, Georgia, Mississippi, Tennessee, and South Carolina.

Bernie’s TV & Appliance (Chapter 11-District of Connecticut). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (15 stores) with inventory valued (at cost) at approximately $15,000,000. Bernie’s operated stores in Connecticut, Massachusetts, and Rhode Island, selling a variety of brand-name electronics and appliances, including home theater and stereo systems, refrigerators, washers and dryers, microwave ovens, vacuums, and digital cameras.

Sofa Express (Chapter 11-Middle District of Tennessee/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a full chain liquidation (43 stores) with inventory valued (at cost) at approximately $13,000,000. Successful bidder also acquired the lease designation rights to all leased and owned properties. Sofa Express once ranked 40th on Furniture/Today list of Top 100 U.S. furniture stores.

S&K Famous Brands (Chapter 11-Eastern District of Virginia/Equity Transaction). Acted as internal transactional counsel for successful bidder for the exclusive right to be the agent of company to conduct a partial chain liquidation (30 stores) with inventory valued (at retail) at approximately $8,500,000. S&K was started in Richmond in 1967 by Abe Kaminsky and Hip Siegel as a retail concept that offered quality products at reasonable prices.

Multiple Retailers (In and Out of Chapter 11). Negotiated and documented numerous other guarantee and fee for service deals with respect to inventory disposition and real estate restructuring and disposition.

Selected Industrial Transactions


Chrysler (Chapter 11-Southern District of New York/Acquisition). Acted as internal transactional counsel for successful bidder in connection with the acquisition of the former Chrysler automotive stamping plant located in Twinsburg, Ohio. The plant and equipment were purchased for $45,000,000 in connection with a bankruptcy auction in the Southern District of New York.

RG Steel  (Chapter 11-District of Delaware).  Acted as internal counsel in connection with the acquisition of the infrastructure along with all of the machinery and equipment from the RG Steel manufacturing facility in Baltimore, Maryland.  The facilities were demolished after the liquidation of the machinery and equipment by a joint venture partner and eventually re-purposed.

Aleris Aluminum (Canadian Bankruptcy/Acquisition). Acted as internal transactional counsel for successful bidder in connection with acquisition of a plant formerly owned by Aleris International, a global producer of aluminum rolled and extruded products, recycled aluminum, and specification alloys in Three Rivers, Quebec, Canada. The successful bidder purchased the plant and equipment from the estate of the bankrupt company for $10,500,000.

GM Manufacturing Facilities (Out of Court Transactions). Acted as internal counsel in connection with the acquisition of the infrastructure along with all of the machinery and equipment from the GM manufacturing facilities in Pontiac and Grand Rapids, Michigan. The facilities were demolished after the liquidation of the machinery and equipment by a joint venture partner and eventually re-purposed by the communities.

Bing Metals (Out of Court/Acquisition). Acted as internal transactional counsel for successful bidder in connection with acquisition of the former Bing Metals plant, located in Detroit, Michigan. The successful bidder purchased the plant and equipment in an out of court proceeding for an amount that cannot be disclosed.

Multiple Industrial Transactions (In and Out of Chapter 11). Negotiated and documented over 100 guarantee, buy and fee for service transactions, for machinery and equipment and real estate assets, in the United States, Canada and Mexico.

Selected Chapter 11 Debtor Representations


Alterra Healthcare Corporation— Counsel for Alterra Healthcare Corporation, the nation’s largest operator of freestanding Alzheimer’s and memory care residences. Through 400 assisted living residences in 24 different states, Alterra served approximately 18,000 residents and employed approximately 11,000 full-time and part-time employees. Alterra successfully prosecuted a plan of reorganization, reorganizing over $1 billion in liabilities.

The Top-Flite Golf Company–Counsel to Top-Flite and certain of its affiliates in connection with the commencement of their chapter 11 bankruptcy cases. Top-Flite was one of the preeminent producers of golf balls world-wide and engaged in the business of manufacturing, marketing, distributing and selling golf balls and golf-related goods. Top-Flite obtained bankruptcy court approval of the sale of substantially all of its assets to Calloway Golf Company for in excess of $160 million and subsequently successfully confirmed a chapter 11 plan of liquidation.

Biogan International, Inc.–Counsel to Biogan International, Inc., a publicly held U.S. company with an interest in a Chinese mining joint venture. Biogan prosecuted a chapter 11 plan of reorganization that satisfied all claims, preserved value for equity holders, and domiciled the operations of the emerging company in Canada, which was capitalized through a public offering in Canada and listed on The Toronto Stock Exchange.

Smart Papers, LLC— Counsel to Smart Papers, LLC and its affiliates. As of the filing, Smart Papers and its affiliate PF Papers, LLC were market leading manufacturers, suppliers, and marketers of premium cast-coated, matte coated and uncoated printing and writing papers. PF Papers obtained Bankruptcy Court approval of a 363 sale of substantially all of its assets. Subsequently, a chapter 11 plan was successfully confirmed, which involved the sale of substantially all of Smart Papers’ assets.

Budget Group, Inc. (co-counsel with Sidley Austin LLP)–Co-counsel to Budget Group, Inc. and its affiliated debtors, which operated one of the world’s largest car and truck rental businesses. Assisted in the sale of Budget’s North American operations to Cherokee Acquisition Corp., an affiliate of Cendant Corporation, for approximately $110 million in cash and the assumption of $2.8 billion in liabilities. In addition, Budget’s European operations were sold to Avis Europe PLC for approximately $20 million plus the assumption of additional liabilities.

Garden Way Incorporated–Counsel to Garden Way Incorporated and its affiliates, leading designers, manufactures and sellers of premium-quality outdoor power equipment, principally for the consumer lawn and garden market, through national retailers such as Lowe’s, independent dealers and direct consumer distribution channels throughout North America and Europe. The debtors obtained bankruptcy court approval of the sale of substantially all of their assets for in excess of $40 million and subsequently confirmed a chapter 11 plan of liquidation.

Big V Supermarkets (co-counsel with Willkie Farr & Gallagher LLP)–Co-counsel to Big V Supermarkets, Inc. and its affiliates, a leading regional supermarket chain which operated over 30 supermarkets, principally under the ShopRite® name, in the Hudson River Valley region and Westchester County in the State of New York and in central and northwestern New Jersey. Big V completed the sale of substantially all of their assets for approximately $185 million and the winding up of the chapter 11 cases pursuant to a chapter 11 liquidating plan.

ETeam of Philadelphia LLC –Counsel to ETeam of Philadelphia LLC d/b/a ExecuTrain of Philadelphia, a Conshohocken, Pennsylvania based company that provided and/or arranged for the delivery of high quality technology and training solutions to a variety of industry-leading companies and individuals. ETeam sold substantially all of its assets pursuant to a section 363 sale.

Worldtex, Inc. (co-counsel with Hughes Hubbard & Reed LLP)–Co-counsel to Worldtex, Inc. and its affiliates. Worldtex, through its subsidiaries, is a manufacturer and supplier of elastomeric components to the textile, apparel and home furnishings industries in the Americas and Europe, with two main product lines: covered elastic yarns and narrow elastic fabrics. Successfully negotiated debtor in possession financing arrangements, conducted asset sales, and advised the debtors with the development and confirmation of their chapter 11 plan of reorganization that completely restructured the debtors’ secured and unsecured debt.

Evolve Software, Inc.–Counsel to Evolve Software, Inc., a California-based national provider of service delivery software. Evolve sold substantially all of its assets in a court-approved transaction, and subsequently confirmed a chapter 11 plan of liquidation that provided for a 100% recovery to Evolve’s general unsecured creditors and a substantial recovery to certain of Evolve’s equity interest holders.

General DataComm Industries, Inc.–Counsel to Genera DataComm Industries, Inc. and its affiliates. Successfully negotiated cash collateral arrangements, conducted asset sales, and advised the debtors with the development and confirmation of their chapter 11 plan of reorganization that completely restructured the debtors’ secured and unsecured debt.

The Holliston Mills, Inc.–Counsel to The Holliston Mills, Inc., a leading domestic producer of coated cloth material and other specialty packaging products. The debtors obtained bankruptcy court approval of the sale of substantially all of their assets pursuant to a section 363 sale.

Zenith Industrial Corporation (co-counsel with Sidley Austin LLP)–Co-counsel in the chapter 11 case of Zenith Industrial Corporation and certain affiliates, leading world-wide, full-service Tier 1 suppliers of highly engineered metal-formed components, complex modules and mechanical assemblies for automotive original equipment manufacturers. Assisted Zenith in its sale of substantially all of their assets for approximately $145 million.

 CycleLogic, Inc. (co-counsel with Hughes Hubbard & Reed LLP)–Co-counsel to CycleLogic, Inc., a Miami, Florida based international provider of content and application solutions to wireless telephone operators in Spanish- and Portuguese-speaking markets, including over eight countries in Latin America. CycleLogic sold substantially all of its assets in a court-approved transaction and successfully confirmed a chapter 11 plan of liquidation.

Institute for Cancer Prevention (Chapter 11 Trustee)–After consummating various asset sales and settling significant claims held by the estate, assisted the Chapter 11 Trustee in obtaining approval from the United States Bankruptcy Court for the Southern District of New York of his Chapter 11 Plan of Liquidation.

Ameripol Synpol Corporation (co-counsel with Troutman Sanders LLP)–Co-counsel to Ameripol Synpol Corporation, a Texas based company that was one of the nation’s largest manufacturers of emulsion styrene butadiene rubber, a synthetic rubber used primarily in the production of new and replacement tires. Successfully sold a majority of its assets through Court approved auctions and sales and confirmed a chapter 11 plan of reorganization that provided for a continued revenue source from a pipeline that spans 13.3 miles, and traverses two counties.

 

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