3 A Year in Review 4 Engagements 9 Around the Globe 12 Pro Bono Matters 14 Our Leaders 16 Awards 18 Our Team

Transcription

1 BUSINESS RESTRUCTURING + INSOLVENCY YEAR-END REVIEW 2012

2 Inside 3 A Year in Review 4 Engagements 9 Around the Globe 12 Pro Bono Matters 14 Our Leaders 16 Awards 18 Our Team 2 Business Restructuring + Insolvency Year-End Review 2012

3 a year in review The most volatile and challenging financial and regulatory environment in recent history continues to pose significant hurdles to the profitability and viability of many businesses, both domestically and abroad. Morrison & Foerster s Business Restructuring + Insolvency Group has remained front and center during these turbulent times. We are advising on some of the largest financial institution restructurings, in addition to numerous high-profile creditor committee and complex real estate loan-refinancing engagements. Our list of highlights for the past year is truly extraordinary. Here are a few notable examples from 2012: ResCap. Our work representing Residential Capital LLC in 2012 s largest Chapter 11 case allowed, for the first time, a mortgage servicer to successfully continue servicing and originating mortgages in bankruptcy. Our team was essential in securing $1.6 billion in debtor-in-possession financing. Careful strategic planning with the company and its advisors also resulted in a highly successful auction, which created approximately $1 billion of additional value for distribution to general unsecured creditors. MF Global. Our work representing Louis Freeh, the trustee for MF Global in the largest Chapter 11 case of 2011, helped settle more than $3 billion of claims against affiliates, which would lead to a substantial recovery for unsecured creditors and sharply reduce (and potentially eliminate) a massive $1.6 billion shortfall in customer accounts. Our bankruptcy and regulatory attorneys undertook a global investigation to track intercompany transfers and negotiate deals with former affiliates, significantly maximizing the value of the MF Global estate. Ambac Financial Group. In 2012, as counsel to the Creditors Committee, we negotiated a global settlement of claims being asserted by the IRS and the Wisconsin Insurance Commissioner that allowed a plan of reorganization to be formulated and confirmed, which has resulted in a more than 150% increase in the value of the bonds held by the Debtor s creditors. This case is one of the largest financial services bankruptcies ever, and is believed to be the first partial rehabilitation of an insurance company in the United States. RadLAX. In May 2012, we were successful on behalf of Amalgamated Bank in the United States Supreme Court s much-anticipated ruling in favor of a secured creditor s right to credit bid at an auction sale of its collateral in the bankruptcy context. The Supreme Court s decision was unanimously decided, and unambiguously upheld the fundamental rights of secured creditors in the bankruptcy context that they possess outside of bankruptcy in state foreclosure proceedings. LA Dodgers. We represented the Creditors Committee and were a critical part of the successful sale of the Los Angeles Dodgers in 2012, resulting in a full recovery to general unsecured creditors in the most successful restructuring of a sports enterprise in the history of the United States. PMI Group. In 2012, while representing the Creditors Committee, we negotiated a global settlement with the Debtor s operating subsidiary by utilizing creative tax and restructuring solutions to create substantial value for the Debtor s unsecured creditors. Strategic lateral hires during 2012 have significantly increased the size of our ranks, and augmented our experience and expertise immeasurably. We have met with equal success within our firm. Larren Nashelsky, former co-head of the Business Restructuring + Insolvency Group, became chair of the firm as of October 17, Larren is the first chair of the firm in its 130-plus-year history who is domiciled outside of San Francisco, the historic base of the firm. Gary Lee, who co-headed the Group with Larren, has now become Chair of the Group. In addition, Brett Miller was appointed managing partner of the New York office, in addition to his role as co-chair of the Distressed Real Estate Group. Our team also garnered a string of accolades in 2012, including being named a Bankruptcy Practice Group of the Year by Law360, a Chambers nomination for Bankruptcy & Restructuring Team of the Year and an IFLR 1000 nomination for Restructuring Team of the Year. We remain grateful for the support of our clients and the opportunity to tackle the most complex and novel issues in our field. Thank you. Gary S. Lee Larren M. Nashelsky Brett H. Miller 3 Business Restructuring + Insolvency Year-End Review 2012

4 engagements DEBTOR/TRUSTEE ENGAGEMENTS Residential Capital LLC MoFo is lead bankruptcy counsel to ResCap, one of the largest real estate mortgage origination and servicing companies in the world (with more than $15 billion in assets and liabilities), and affiliated debtors, in the largest Chapter 11 case filed in As of the bankruptcy filing in May 2012, ResCap was the fifth-largest servicer of residential mortgage loans and the tenth-largest originator of residential mortgage loans in the United States. Among a string of achievements, ResCap received Bankruptcy Court approval of the sale of its mortgage loan servicing and origination platform (effectively comprising the entirety of ResCap s operating business) to Ocwen Loan Servicing, LLC, and its legacy loan portfolio to Berkshire Hathaway Inc. The Debtors estates obtained more than $4.5 billion for the auctioned assets, translating to approximately $1 billion of incremental value for the Debtors estates over what the Debtors would have received through the respective stalking horse transactions. Between the auction and the sale hearing, MoFo was successful in resolving more than 50 filed sale objections, including those filed by a number of key governmental constituents, RMBS trustees, and third-party vendors. The sales are expected to fully close by mid- February 2013, and represent the first time a sustainable servicing and origination platform has been sold in Chapter 11. Prior to the sales, MoFo successfully negotiated more than $1.6 billion in new debtor-in-possession financing, and negotiated amendments to the Barclays DIP financing agreement to allow the Debtors to consummate the whole loan sale in advance of the platform sale, if necessary, and the AFI DIP and cash collateral order to revise the termination provisions. The Debtors also received Bankruptcy Court approval of their key employee retention and incentive plans. MoFo is currently discussing key plan issues with a number of parties-in-interest under the moderation of Judge Peck, and is also working with the court-appointed examiner, Judge Arthur Gonzalez, regarding his investigation of various prepetition transactions. MF Global Chapter 11 Trustee On October 31, 2011, MF Global Holdings Ltd. ( Holdings Ltd. ) and MF Global Finance USA, Inc. ( FinCo ) filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York. With $41 billion in assets at the time of filing, it was the largest bankruptcy filing of 2011 and the eighth-largest in United States history. Within a month of the bankruptcy filing, former FBI director and former federal judge Louis J. Freeh was appointed as the Chapter 11 Trustee. Judge Freeh selected MoFo as his lead counsel. As counsel for the Chapter 11 Trustee, MoFo prepared and oversaw the additional Chapter 11 filings of MF Global Holdings USA, Inc., MF Global Capital LLC, MF Global Market Services LLC, and MF Global FX Clear LLC, which entities are ultimately owned by Holdings Ltd. Judge Freeh was appointed as the Chapter 11 Trustee in all of the Debtors cases. 4 Business Restructuring + Insolvency Year-End Review 2012

5 Prepetition, Holdings Ltd. and its worldwide affiliates and subsidiaries (collectively, the MF Global Group ), through its regulated and unregulated broker/dealers and futures commission merchants, were a leading brokerage firm offering customized solutions in the global cash and derivatives markets. We are advising Judge Freeh in connection with the fulfillment of his statutory duties to maximize values to and recoveries by the Debtors creditors, and investigate the acts and conduct of the Debtors. We filed more than 100 claims seeking in excess of $3 billion from Holdings Ltd. s former domestic and worldwide affiliates and subsidiaries. The cases involve the wind-down of an extremely complex and global operation, and the realization of value from the various entities comprising the MF Global Group, many of which are in their own administration or liquidation proceedings domestically and abroad. We are also leading the investigation into the collapse of MF Global, as well as potential claims and causes of action arising from the downfall. CREDITORS COMMITTEE ENGAGEMENTS Ambac Financial Group, Inc. MoFo represents the Official Committee of Unsecured Creditors in the Chapter 11 case of Ambac Financial Group, Inc. ( AFGI ), which is pending before the U.S. Bankruptcy Court for the Southern District of New York. AFGI is a holding company whose affiliates provide financial guarantees and financial services to clients in both public and private sectors around the world. MoFo was selected as counsel to the Committee in November Ambac Assurance Corporation ( AAC ), a wholly owned insurance company subsidiary of AFGI, and AFGI s primary source of liquidity, is currently subject to a partial rehabilitation proceeding in the state of Wisconsin. Pursuant to the rehabilitation proceeding, certain of AAC s obligations were transferred into a segregated account (the Segregated Account ) that is the subject of the rehabilitation. Given the unique structure of the Segregated Account which may be the first partial rehabilitation in the United States this case presented unique challenges. Drawing upon our extensive experience in insurance insolvencies and Chapter 11 proceedings, we were able to negotiate a global settlement of claims by and among AFGI, AAC, and the Wisconsin rehabilitator, and formulate and confirm a plan of reorganization (the Plan ) that will provide unsecured creditors with new common stock in the reorganized company upon its emergence from bankruptcy. To enhance the recovery for its unsecured constituency, we have utilized our in-depth understanding of nuanced tax issues to continue our work with AFGI to develop strategies to increase the residual value of AFGI s equity interest in AAC by mitigating losses on poorly performing transactions through, among other things, commutations of policies as well as repurchases of surplus notes issued by AAC in respect of claims. MoFo continues to work with AFGI to satisfy the remaining conditions to the effectiveness of the plan to enable AFGI to emerge from Chapter 11, and is in the process of negotiating appropriate corporate governance structures for the reorganized company. PMI Group, Inc. MoFo represents the Official Committee of Unsecured Creditors in the Chapter 11 case of The PMI Group, Inc. ( PMI ), which is pending 5 Business Restructuring + Insolvency Year-End Review 2012

6 before the U.S. Bankruptcy Court for the District of Delaware. PMI is a mortgage insurance holding company. Certain of its subsidiaries are currently operating under orders of supervision and a permanent receivership proceeding, all of which are pending in Arizona. We first became involved in this Chapter 11 case in mid-january Substantially all of PMI s unsecured debt derives from multiple corporate debt issuances in excess of $730 million, and the trustees for those debt issuances hold two of the three seats on the Committee. We are calling upon our experience in other monoline bankruptcy cases to develop creative solutions that will monetize illiquid assets and enhance the recovery for general unsecured creditors. MoFo concluded a mediation that achieved a consensual resolution with the Debtor and its primary operating subsidiary (which is itself in receivership in Arizona) that will monetize a substantial portion of the Debtor s net operating losses, and unlock the residual value at the Debtor s reinsurance subsidiaries. We are continuing to work to preserve the balance among the Debtor, its creditors, and the Debtor s subsidiaries in order to minimize unnecessary litigation while simultaneously maximizing value for PMI s unsecured creditors in the most expedient fashion through a plan of reorganization. Pinnacle Airlines Corp. MoFo represents the Official Committee of Unsecured Creditors in the Chapter 11 cases of Pinnacle Airlines Corp., et al., pending in the Bankruptcy Court for the Southern District of New York. Pinnacle Airlines operates as Delta Connection for Delta Airlines, which is the Debtors largest customer and post-petition lender. The Debtors operations are based in Memphis and they have hubs in each of Detroit, Minneapolis-St. Paul, Atlanta, and NYC (JFK). The Debtors filed their bankruptcy petitions on April 1, 2012, and at the time had 8,000 employees, more than $1 billion in annual revenue, and operated more than 800 flights a day. Early in the cases, MoFo successfully obtained certain favorable amendments to the DIP financing terms and other contracts between the Debtors and Delta on behalf of the Committee. The Debtors won Bankruptcy Court approval of their restructuring term sheets with their three unions representing, respectively, their pilots, flight attendants, and dispatchers, which will save the Debtors millions of dollars. New collective bargaining agreements have been ratified with these employees. The Debtors, the Committee, and Delta Airlines reached an agreement on a plan of reorganization in which Delta Airlines would convert its secured claims into ownership of the Debtors upon approval and exit from bankruptcy. Los Angeles Dodgers MoFo represented the Official Committee of Unsecured Creditors in the Chapter 11 cases of Los Angeles Dodgers, LLC, et al., pending in the District of Delaware. These cases presented significant challenges for the Committee, which had to navigate multiple protracted disputes among the Debtors, Major League Baseball, and Fox Sports, as well as the parallel divorce proceedings of the then owner of the Dodgers, Frank McCourt, each of which threatened to delay the cases and distributions to creditors. A plan of reorganization was confirmed by the Bankruptcy Court on April 13, 2012, pursuant to which the baseball team was sold for a record $2 billion to Guggenheim Baseball Management, a group that includes former Los Angeles Lakers 6 Business Restructuring + Insolvency Year-End Review 2012

7 star Magic Johnson. Unsecured creditors received a 100% cash recovery under the plan. This case is significant because it is the largest and most successful restructuring of a sports franchise in United States history. CROSS-BORDER ENGAGEMENTS think3 Inc. This case involves a global battle between dueling bankruptcy estates of the software company think3 Inc. in the United States and Italy, with ancillary disputes in Germany, Japan, and Dubai, among other places. MoFo represents the Debtor s parent, licensee, DIP lender, and the reorganized Debtor. In April 2011, local creditors of an Italian branch of think3 forced the branch into involuntary bankruptcy in Italy. The Italian trustee now claims to control the company and its intellectual property worldwide, thereby attempting to terminate the IP licenses of our client, and challenging the competing rights and business of the Chapter 11 estate and its chief restructuring officer. In the Chapter 11 case in the U.S. Bankruptcy Court for the Western District of Texas, we defeated the Italian trustee s Chapter 15 petition seeking to be reorganized as the main proceeding. We then successfully resisted similar challenges by the Italian trustee in Japan and Germany, the former of which culminated in our victory in the Japanese Supreme Court. This ongoing global dispute involves competing jurisdictional battles throughout the world, namely the question of who owns what rights to assets in dozens of countries. It also involves the interpretation of many cross-border insolvency disputes, including Chapter 15 of the U.S. Bankruptcy Code and the Japanese and EU counterparts of the UN Model Law on Cross- Border Insolvency. Afinsa Bienes Tangibles S.A. A MoFo team advised the administrators of Afinsa on the sale by Afinsa to Spectrum Group International (SGI) of 47% of the shares of SGI and 20% of the shares of SGI s subsidiary A-Mark Precious Metals. Total consideration was approximately $51 million. Afinsa retains a 9.8% interest in SGI. Afinsa was a Madrid-based investment house and stamp trading company closed by Spanish authorities following allegations it engaged in a Ponzi scheme by trading worthless stamps. Listing over 4.2 billion in assets at its 2006 bankruptcy filing, it represents one the largest bankruptcies in Spanish history. SGI is a publicly traded Fortune 500 trading and collectibles company b ased in the United States. OTHER ENGAGEMENTS RadLAX In May 2012, we were successful on behalf of Amalgamated Bank in the United States Supreme Court s much-anticipated ruling in favor of a secured creditor s right to credit bid at an auction sale of its collateral in the bankruptcy context. In a unanimous opinion in RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 132 S. Ct (U.S. 2012), the Court held that a Chapter 11 plan of reorganization that provides for a sale of a secured creditor s collateral free and clear of liens must afford that secured creditor the right to credit bid. The decision is significant because it allows a secured creditor to protect the benefit of its bargain to either be repaid in full or take possession of its collateral by preventing the debtor from stripping the creditor s lien for an amount at less than what the creditor thinks the property is worth. 7 Business Restructuring + Insolvency Year-End Review 2012

8 Eastman Kodak Company MoFo is lead bankruptcy counsel to numerous intellectual property licensees and licensors in the Kodak bankruptcy case, including Intel and Nikon, in addition to other creditors. In an apparent attempt to make its patent portfolio more attractive to potential buyers, Kodak launched an aggressive strategy to strip our clients of their IP licenses and other rights and defenses in connection with an auction process in mid-2012, and again in the sale of the portfolio to the ultimate buyer in early January MoFo defeated a strategic attempt by Kodak to use novel tactics and create new law that would be harmful to IP licensees and other targets of IP litigation. We preserved and protected our clients intellectual property rights in the form of a negotiated bankruptcy sale procedures order and sale order. Additionally, nearly all of our clients have sought our expertise on the bankruptcy sale and claims processes in this case, including advice on how to protect key intellectual property and related rights in bankruptcy. General Growth Properties MoFo represents the agent to a bank group in its efforts to recover default interest on a $2.6 billion credit facility. After MoFo won the argument before the Bankruptcy Court, General Growth appealed directly to the Second Circuit Court of Appeals, which has now heard oral argument on the matter. Hampson Industries PLC MoFo represented Hampson Industries PLC s United States operating subsidiaries in connection with their out-of-court restructuring and ultimate sale to American Industrial Partners on November 19, 2012 for approximately $44 million. Prior to the transaction, Hampson Industries was a UK publicly traded company and global manufacturer and supplier of engineered products to customers in the aerospace and specialist-engineering markets. MoFo worked closely on the transaction with another law firm, which represented the subsidiaries direct and indirect UK parent companies. Extended Stay MoFo worked as lead counsel to the group of mezzanine lenders who were owed $3.3 billion by the Debtors, and who were sued by the Litigation Trustee under various fraudulent conveyance and preference theories for the disgorgement of hundreds of millions of dollars of interest payments received under the mezzanine loans. MoFo filed a motion to dismiss the lawsuit, and argued on behalf of the mezzanine holders for the dismissal, which was ultimately granted by Judge Peck in August Business Restructuring + Insolvency Year-End Review 2012

9 around the globe

10 Major Cayman Islands Liquidation In the London office, MoFo has been instructed by the liquidators of the Cayman Islands company, Saad Investments Company Limited ( SICL ), in connection with its highly complex, $9.2 billion liquidation. A significant part of our role has been to deal with a complex web of issues with a syndicate of banks that loaned $2.815 billion to SICL under an unsecured English law governed revolving credit facility. Some banks also had bilateral facilities with SICL and some hold assets worth several hundred million dollars for SICL. We have therefore been handling, among other things, the banks rights of security and set off in respect of those assets, which are located across numerous jurisdictions and are held pursuant to agreements with differing governing law clauses (including Swiss, English, and New York law). In Switzerland there is an independent, local mini-bankruptcy proceeding that covers assets held there and we have been assisting the Swiss Bankruptcy Trustee with a variety of issues. We have also been seeking information under compulsion from various institutions in both London and foreign jurisdictions. Innovative Approach in Large Money Laundering Case In the London office, MoFo has been instructed by the trustees in bankruptcy of Muhamad Al-Ansari. The bankrupt has now been convicted on charges of money laundering and his assets were restrained by a Crown Court order shortly before his bankruptcy. His assets are comprised of over 80 properties in the United Kingdom and property and other assets in many foreign jurisdictions. The trustees are now successfully gathering in assets in various jurisdictions, including Dubai, Morocco, Spain, and India. MoFo has had significant success, including obtaining an order that significant funds held in an escrow account in India belong to the bankrupt and should be returned to the trustees. The case is of particular interest because an application was successfully made by the trustees, with the support of the English prosecuting authorities, to vary the criminal restraint order to enable the trustees to deal with the defendant s assets under the Insolvency Act This was a novel application and we do not believe that such an application had been made before. Appeal to the Supreme Court In the London office, MoFo continues to act for the Winding-up Board of Landsbanki Islands hf, one of the three largest banks in Iceland whose domestic assets were nationalized and whose nondomestic assets are managed by the Winding-up Board. Most recently the London office has been representing the Winding-up Board in proceedings against its Scottish subsidiary, Heritable Bank (in administration), which are the subject of an appeal to the Supreme Court from the Scottish courts. The appeal concerns the problem of concurrent insolvency proceedings and the proper scope of the Credit Institutions (Reorganisation and Windingup Board) Regulations 2004, which implement Directive 2001/24/EC. The main issue at stake in the case is one of set-off s Largest Filing The London office is also involved in the MF Global cases discussed on pages 4-5 above. In the London office we have been advising on various issues in relation to the UK MF Global estates in order to recover assets for the Chapter 11 estates. This includes claims into the estate of MF Global UK Limited in relation to which KPMG was appointed as the Special Administrator under The Investment Bank Special Administration Regulations This is the first time that the Special Administration Regime has been used, which was implemented in 10 Business Restructuring + Insolvency Year-End Review 2012

11 order to address the difficulties that were highlighted following the failure of Lehman Brothers. Madoff Clawback Proceedings MoFo represents the Trustees of a Cayman Islands Trust in proceedings in the Bankruptcy Court of the Southern District of New York by defending the clawback and recovery of very significant sums claimed to be Customer Property which were transferred to the trustees of the Trust from a large Madoff feeder fund. Covalent Materials Corporation MoFo represented an ad hoc group of bondholders in negotiating an out-of-court financial restructuring of Covalent Materials Corporation, which is a Tokyo headquartered manufacturing company focused on semiconductors and related products. MoFo s efforts led to a successful exchange offer in which Covalent s existing public debt was exchanged for partial payment and new bonds. proceedings, Willcom had total outstanding debt of approximately JPY223.8 billion. Willcom filed its corporate reorganization plan in 2010, and MoFo is currently advising on the implementation of the plan. Willcom s bankruptcy represents the largest telecommunications reorganization in Japanese history and it has resulted in the acquisition of Willcom by Softbank, the Japanese telecommunications company that also owns a majority stake in Sprint in the United States. Sanko Line MoFo acts as court-appointed investigator of Sanko Line, one of the oldest shipping companies in Japan, which filed for corporate reorganization in July This is the company s second corporate reorganization and at the commencement of its reorganization proceedings, its outstanding debt totaled approximately JPY80 billion. Sanko Line has not yet filed a reorganization plan. Willcom MoFo acted as the court-appointed deputy trustee of Willcom, one of the largest personal handyphone companies in Japan, in its Japanese reorganization proceedings filed in At the time of the commencement of its reorganization 11 Business Restructuring + Insolvency Year-End Review 2012

12 pro bono matters

13 New Dance Group Erica Richards and Larren Nashelsky are representing New Dance Group in connection with its organized wind-down of operations, including assisting with the potential transfer of a dance studio lease to another dance company, and providing assistance with day-to-day financial and administrative matters. The McCarton School For the past several years, MoFo has represented The McCarton School, which provides an educational program for children with autistic spectrum disorder by using an integrated one-to-one model of therapy. In 2012, Peter Dopsch and Samantha Martin had secured an extension of the school s charter from the New York State Education Department, negotiated an amendment and restatement of the school s loan documents, and assisted the school with certain licensing and trademark matters. We currently are working to amend the school s charter to include transitional classes for students between the ages of 18 and 21. Advocates for Children Samantha Martin has been assisting Advocates for Children with providing a ninth grade special needs student with a free and appropriate public education. After several years of discussions, negotiations, and a hearing involving the Department of Education, we have secured 480 hours of intensive, one-on-one tutoring services and an appropriate school placement for the student. Kepler s Books Larry Engel, Susan Mac Cormac, Vince Novak, and Alfredo Silva helped Praveen Madan, an innovative bookseller, to save Kepler s Books, a beloved independent bookstore in the San Francisco Bay Area that was experiencing financial distress and was at risk of closing after 56 years of operation. MoFo helped establish a nonprofit organization to run the educational and community-based aspects of the new business, and provided strategic advice and guidance in connection with the bookstore s insolvency, including advice regarding the negotiation of liabilities to key creditor constituencies. The re-envisioned Kepler s successfully relaunched in the end of 2012 with a clean slate, a bright future, and broad community support, and may provide a blueprint for independent bookstores in the 21st century. Seedco On a pro bono basis, Brett Miller and Billy Hildbold advised the board of directors of Seedco, a national non-profit organization that advances economic opportunity for people, businesses, and communities, with respect to business alternatives as it dealt with various governmental investigations into the conduct of certain of its former employees. Beat the Streets Billy Hildbold and Larren Nashelsky are currently representing Beat the Streets, a nonprofit organization that provides leadership and direction to the wrestling community by establishing and maintaining amateur wrestling teams and facilities throughout New York City. Beat the Streets not only provides opportunities for the youth of New York City, but training and teaching lessons for wrestling coaches as well. MoFo initially became involved with Beat the Streets when the firm helped draft an employee handbook for the company, but has now expanded its services and is analyzing contracts and tax issues related to monetary obligations in support of Beat the Streets annual gala. 13 Business Restructuring + Insolvency Year-End Review 2012

14 our leaders In 2012, three of our practice group leaders assumed key leadership positions at the firm. Jennifer Marines, Naomi Moss, Melissa Crespo, and Meryl Rothchild. Larren Nashelsky On October 17, 2012, Larren, former co-chair of the Bankruptcy and Restructuring Group became chair of the firm. As chair and chief executive partner, he takes the lead in setting policy and providing strategic direction to the firm. Over the last decade, Larren has built a worldclass, highly respected Business Restructuring + Insolvency Group. Strategic lateral hires including Gary Lee, Larry Engel, Brett Miller, Lorenzo Marinuzzi, Tony Princi, and Todd Goren, have each brought their own expertise and experience to enrich the group, alongside Norman Rosenbaum, who rounds out the group s partners in New York. In 2011 and 2012, the group welcomed a number of new hires, including associates Craig Damast, James Newton, William Hildbold, Thanks to Larren s leadership, we have experienced immense growth and worked on some of the largest and most complex Chapter 11 cases in the country. To learn more about Larren and his new leadership role at MoFo, click here to read the Turnarounds & Workouts Trends professional profile of Larren from its October 2012 issue. Gary Lee Gary assumed the title of practice group chair of the Bankruptcy & Restructuring Group in Gary is lead counsel in ResCap, and has also been involved in several other large financial services bankruptcies, including MF Global Holdings Ltd. and Ambac Financial Group. 14 Business Restructuring + Insolvency Year-End Review 2012

15 our leaders continued Gary brings a wealth of international experience to our group. Gary was recently honored for advising one of Iceland s largest banks across a highly complex restructuring through cross-border jurisdictions described by The American Lawyer as MoFo s finest hour. Gary is currently representing the liquidators of several hedge funds that invested in Bernard L. Madoff Investment Securities the front entity for the notorious $65 billion Ponzi scheme in proceedings in the United States, Cayman Islands, British Virgin Islands, and several European countries. In December 2012, Gary was named an Outstanding Restructuring Lawyer for 2012 by Turnarounds & Workouts. Click here to see Turnarounds & Workouts December issue featuring Gary s accomplishments. Brett Miller In October 2012, Brett assumed the leadership role of managing partner of the firm s New York office, which is MoFo s second largest office. Brett is also the co-chair of the Distressed Real Estate Group. Brett joined MoFo in May 2008 and has been lead counsel in some of the largest and most newsworthy cases of the last decade. These include MF Global Holdings Ltd., the largest Chapter 11 filing in 2011; the Official Committee of Unsecured Creditors of the Los Angeles Dodgers; the largest creditor in each of General Growth Properties and Extended Stay, two of the largest real estate/ hospitality bankruptcy cases in history; and many of the largest airline restructurings, including, most recently, Pinnacle Airlines. 15 Business Restructuring + Insolvency Year-End Review 2012

16 Awards + Recognition LAW360 BANKRUPTCY GROUP OF THE YEAR Law360 selected MoFo as Bankruptcy Group of the Year for Click here to see Law360 s January 2013 article reporting on this award. CHAMBERS USA SHORT-LISTED FOR BANKRUPTCY & RESTRUCTURING TEAM OF THE YEAR Chambers USA shortlisted MoFo to be considered for the Bankruptcy & Restructuring Team of the Year in its Chambers 2012 USA Awards for Excellence. Chambers USA ranked MoFo as one of the leading law firms for Bankruptcy & Restructuring in both its Nationwide and New York 2012 guide. As stated in the Results Summary, [t]hey re very commercial and really good at giving advice and being very clear as to what they think is an appropriate course of action. Chambers USA listed MoFo partners Larren Nashelsky (described as very experienced ), Brett Miller (described as very good, practical ), and Lorenzo Marinuzzi (described as practical and smart ) among New York s leading Bankruptcy & Restructuring attorneys in its 2012 guide. International M&A ADVISOR AWARDS DEAL FINANCING OF THE YEar MoFo s work on the ResCap debtor-in-possession financing won the International M&A Advisor Awards Deal Financing of the Year in October MoFo was shortlisted in November 2012 with respect to the M&A Advisor Awards Restructuring Deal of the Year (over $100 million) for our work representing ICO Global Communications in a restructuring transaction involving the sale of certain assets to DISH Network, including ICO s equity interest in its subsidiary, DBSD North America, Inc. Additionally, MoFo has been shortlisted in five categories for the upcoming M&A Advisor Turnaround Awards. The Los Angeles Dodgers restructuring has been nominated for Restructuring Deal of the Year and Technology, Media & Telecom Sector Deal of the Year. Our work on the Ambac matter has been nominated for Chapter 11 Reorganization Deal of the Year and Financial Services Sector Deal of the Year. Finally, the Landsbanki Islands hf. restructuring has been nominated for Cross-Border Restructuring Deal of the Year and Financial Services Sector Deal of the Year. 16 Business Restructuring + Insolvency Year-End Review 2012

17 Awards + Recognition continued INTERNATIONAL FINANCIAL LAW REVIEW 1000 short-listed for restructuring team of the year IFLR 1000 short-listed MoFo to be considered for the Restructuring Team of the Year for MoFo has been nominated for IFLR 1000 s Restructuring Deal of the Year for 2012 with respect to its work on ResCap. MoFo s Bankruptcy & Restructuring Group received a first-time practice ranking in London by IFLR THE LEGAL 500 MoFo s Bankruptcy & Restructuring Group was recognized by The Legal 500 in its 2012 directory as one of the nation s best. As stated in the results summary, Led from New York by the phenomenally experienced Larren Nashelsky and the highly technical and extremely responsive Gary Lee, the team also maintains a strong West Coast presence ensuring excellent national coverage and strong regional contacts.... Anthony Princi is a very strong creditor lawyer and a tough negotiator.... Clients also single out Larry Engel as a bulldog in representing the client, and Lorenzo Marinuzzi as doing an unbelievably good job in managing complex cases. U.S. NEWS BEST LAWYERS U.S. News Best Lawyers selected MoFo s Bankruptcy & Restructuring Group as being among the leading national firms in their third annual ranking of U.S. law firms. BEST LAWYERS Larren Nashelsky and Brett Miller were each ranked in Best Lawyers for THE DEAL Larren Nashelsky, Gary Lee, Brett Miller, Lorenzo Marinuzzi, and Larry Engel were each ranked as among the best bankruptcy and restructuring attorneys in the country in The Deal s 2012 Third Quarter Rankings. TURNAROUNDS & WORKOUTS Gary Lee has been named an Outstanding Restructuring Lawyer for 2012 by Turnarounds & Workouts, as reported in its December issue. Todd Goren was designated as an Outstanding Young Restructuring Lawyer by Turnarounds & Workouts in Business Restructuring + Insolvency Year-End Review 2012

18 Our Team G. Larry Engel, Partner Stefan W. Engelhardt, Partner Todd M. Goren, Partner Gary S. Lee, Group Chair Lorenzo Marinuzzi, Partner Brett Miller, Managing Partner Larren M. Nashelsky, Chair Anthony Princi, Partner Adam Lewis Senior Counsel Alexandra S. Barrage Of Counsel Melissa A. Hager Of Counsel Kathleen E. Schaaf Senior Of Counsel Jordan A. Wishnew Of Counsel Melissa M. Crespo, Associate Kristin A. Hiensch, Associate William M. Hildbold, Associate Dina Kushner, Associate Craig A. Damast, Attorney Samantha Martin, Associate Jennifer L. Marines, Associate Stacy L. Molison, Attorney Naomi Moss, Associate Vincent J. Novak, Associate John A. Pintarelli, Associate Erica J. Richards, Associate Meryl L. Rothchild, Associate 18 Business Restructuring + Insolvency Year-End Review 2012 Norman S. Rosenbaum, Partner nrosenbaum@mofo.com James A. Newton, Associate jnewton@mofo.com

19 2013 Morrison & Foerster LLP mofo.com Prior results do not guarantee a similar outcome.