Tuesday, July 21, 2009
Published in Magazine:
Thursday, October 01, 2009
On July 21, 2009, Quebecor World Inc. (now known as World Color Press Inc.) and 53 of its subsidiaries successfully restructured in excess of US$2.8 billion of liabilities and emerged from protection under the Companies' Creditors Arrangement Act and Chapter 11 of the US Bankruptcy Code pursuant to plans of reorganization approved by creditors and courts in both countries. As part of the implementation of the plan, the company's previously issued equity was effectively cancelled and the reorganized company has now issued Common Shares, Class A Convertible Preference Shares and Series 1 and Series 2 Warrants. Exit financing facilities in the amount of US$800,000,000 were arranged by Credit Suisse, GE Capital and Wells Fargo.
Quebecor World was represented by its senior vice president, legal affairs and general counsel, Michèle Bolduc and, in Canada, by Ogilvy Renault LLP with a team comprised of Louis Gouin, Derrick Tay, Ian Ness, Virginie Gauthier and Sylvain Rigaud (insolvency and restructuring); Marc Lacourcière, Solomon Sananes, Elliot Shapiro and Marie-Claude Mailloux (corporate and securities); Derek Chiasson and Jules Charette (tax); Martin Rochette (pensions); Marc Benoît and David Bannon (employment and labour); Jean Bertrand (litigation); Pierre Crichton, Miguel Manzano and Carole Gélinas (real estate) and George Maughan, Michèle Friel and Andrew Welsh (banking). In the United States the company was represented by Arnold & Porter LLP, led by Michael Canning, Neil Goodman, Christine Rogers, Joel Gross, Charles Malloy, Karuna Rubin, Rosa Evergreen and Randi Booth.
The monitor, Ernst & Young Inc., was represented by Davies Ward Phillips & Vineberg LLP in Canada with a team led by Jay Swartz and Denis Ferland, and comprised of Louis-Martin O'Neill, Natasha MacParland and Cara Cameron (insolvency and financial restructuring litigation); Olivier Désilets (securities and M&A) and Marie-Emmanuelle Vaillancourt (tax) and in the United States by Ken Coleman and Bethany Kriss of Allen & Overy LLP.
The principal creditor constituencies were comprised of a bank lending syndicate, led by Royal Bank of Canada as syndicate agent, an ad hoc group of noteholders and the Official Committee of Unsecured Creditors in the United States. Royal Bank of Canada in its capacity as agent for Quebecor World's $750,000,000 syndicated loan was represented by McMillan LLP in Canada with a team that included Andrew J.F. Kent, Waël Rostom, Max Mendelsohn, Nicholas Scheib, Chris Rogers and Tushara Weerasooriya (restructuring) and Ted Scott, Stewart Ash and Wayne Gray (corporate and securities) and in the United States by Latham & Watkins LLP with a team that included Donald Schwartz, Richard Levy and Peter Knight.
The ad hoc group of noteholders, representing noteholders holding in the aggregate in excess of US$1 billion of debt, was represented in Canada by Goodmans LLP by a team that included Jay Carfagnini, Joseph Pasquariello, Brian Empey and Melaney Wagner (restructuring); Michael Partridge (securities); Maureen Berry (tax); Krista Coburn (corporate) and Monica Creery (research), by Jean-Yves Simard and Jonathan Warin as special Québec counsel at Lavery, de Billy L.L.P. and in the United States by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Rosenberg, Elizabeth McColm and Samuel Lovett (bankruptcy); Peter Rothenberg and David Buchwald (tax) and Jeffrey Marell (corporate).
The Official Committee of Unsecured Creditors was represented in Canada by Bennett Jones LLP with a team that included S. Richard Orzy, Kevin Zych, Raj Sahni and Derek Frueh (restructuring); Ian Goldberg and Kathleen Keller-Hobson (corporate); John Owen and Martin Sorensen (tax); Simon Crawford (real estate) and Arthur Peltomaa and in the United States by Akin Gump Strauss Hauer & Feld LLP by a team that included Ira S. Dizengoff and David H. Botter, Sarah Link Schultz, Ryan C. Jacobs, Brad M. Kahn (financial restructuring); Stephen M. Baldini, Robert A. Johnson, James P. Chou, Elizabeth H. Raskin (litigation); Howard B. Jacobson (tax); David H. Quigley (environmental) and Lucas F. Torres (corporate).
Credit Suisse, as co-administrative agent, co-collateral agent and syndication agent, and Credit Suisse Securities (USA) LLC, as co-bookrunner and joint lead arranger, under each of the Term Credit Agreement and Revolving Credit Agreement was represented by a team from Shearman & Sterling LLP on US matters and a team from Blake, Cassels & Graydon LLP on Canadian matters. The Shearman team included Monica L. Holland, Ronald M. Bayer, Joanna Leung, Gregory Wyckoff, Debra Yang (finance); Douglas P. Bartner, Andrew Tenzer and Danielle Kalish (bankruptcy and restructuring); David Beveridge and Kevin Roggow (capital markets); Eva A. Rasmussen (pension); Jeffrey Salinger (environmental); Christian Rudloff and Ryan Knutson (real estate) and Gloria Jung and James Lik (intellectual property). The Blakes team was led by Yannick Beaudoin and included the following members from each of the Montréal, Toronto, Calgary and Vancouver offices: Katherine Girard, Camille Paulus, Michelle Laniel and Samantha Richer (finance); Linc Rogers, Sébastien Guy and Pamela Huff (bankruptcy and restructuring); Iris Tam, Lauren Temple, Garth Anderson and Keri Clair-Bookalam (real estate); Natalie Bussière (pension) and John Leopardi (tax).
Cox & Palmer LLP represented the agents under each of the Term Credit Agreement and Revolving Credit Agreement on Nova Scotia matters. The team included David Reid (finance) and Ian Bilek (real estate).
GE Capital was advised on matters of US law by a team at King & Spalding including Angela Batterson, Sarah Borders, Michelle Carter, Robert Finley, Alexander Koretz and Jason Wodogaza. GE Capital was advised by McCarthy Tétrault LLP on matters of Canadian law, with a team that included Richard Higa, Mathieu Dubord, Sheizana Murji, Joel Scoler, Daniel Sears and Gregory Walters (financial services); Olga Bochkaryova, Tzen-Yi Goh, Kimberly Howard, Stéphanie Gilcher and Jonathan See (real estate); Kevin McElcheran (insolvency); Gregory Winfield (pension) and James Morand (tax).