SIGNIFICANT REPRESENTATIVE MATTERS
Business Reorganizations | Workouts
- Represent WV hotel in Chapter 11 liquidating bankruptcy, including 363 sale of the Hotel via auction.
- Represent PA bar/restaurant in nonbankruptcy liquidation negotiating $1.6 million credit facility.
- Represent personal interests of principal of $90 million Chapter 11/7 PA Debtor Somerset Regional Water Resources.
- Represent PA oral surgeon in negotiations with IRS and Ch. 11 bankruptcy restructuring of practice.
- Represented long-standing men’s retailer in nonbankruptcy reorganization.
- Represented Chapter 11 WV debtors Terrence and Tracey Mason and Mason Rehab Center, a physical therapy services provider, in restructuring $1 million of tax liabilities through confirmed plan of reorganization.
- Represented Chapter 11 WV debtor Gene Charles Valentine Trust, a business trust, in selling substantial assets to repay $6.5 million of secured creditors through confirmed plan of reorganization.
- Represented numerous PA and WV corporations and their principals in winddown and dissolution, including executive of middle market advertising agency, physician who ran surgical center, principals of logistical trucking company, long-standing PA toy retailer.
- Represented Chapter 7 PA debtor, 250-member health club franchisee in workout; assisted in facilitation of liquidation.
- Represented Chapter 7 PA debtor who was owner of high-end custom shoe U.S. distributor/retailer; facilitated business liquidation.
- Represented Chapter 7 PA debtor in liquidation of various real estate holdings.
- Represented Chapter 11 PA debtor ACR Management, LLC, et al., largest supplier of crane and lifting equipment rentals and services provider (10th largest case filed in the country in 2004), in all aspects of the case, including the resolution of all disputed claims.
- Represented Chapter 11 PA debtor Wedding World a/k/a Bridal’s by Kaufman’s, formerly one of the largest suppliers of bridal gowns in the nation with approximately 17 locations.
- Orchestrated local counsel representation of Chapter 11 Trustee for high-profile,
publicly-traded DE debtor Coram Health Corp., et al., a healthcare service provider.
- Represented PA Debtor MK Lombard Group, a residential real estate development
company, through all stages of Chapter 11 case, including asset purchase of debtor’s
- Assisted in Chapter 11 case of DE Debtor Monet Group, Inc., a major retail fashion
- Represented DE debtor International Cultural Organizational Network in Chapter 11 case that converted to Chapter 7.
- Assisted corporations in out-of-court settlements with creditors, including assignments for the benefit of creditors.
- Represented various consumer debtors and numerous corporations in winding up.
Significant Preference and Fraudulent Transfer Litigation: Represented both preference defendants and debtors or trustees in preference cases as small as $15,000 to cases as large as $8 million to achieve outstanding settlement results.
• Defended creator of fitness videos Walk Away the Poundsagainst recovery of $625k preferential transfer.
• Defended provider of raw materials and related services against numerous preference actions in the following cases: Citation Castings, Inc.($2 million transfer),
• National Steel Corporation($8 million transfer), Qualitech Corporation($461k transfer).
• Defended provider of underground mining equipment, parts and services in James Rivers Coal Companycase against recovery of $527k preferential transfer.
• Defended provider of raw materials in Georgetown Steel Company, LLCcase against recovery of $508k transfer and in CSC, Ltd. case against recovery of $802k preferential transfer.
• Defended provider of corrugated packaging materials in Hedstrom Corporation case against recovery of $352k transfer.
• Defended former President of Chapter 7 DE debtor Tower Air, Inc.against recovery of $460k preferential transfer.
• Assisted in prosecution of preferential or fraudulent transfers in Ampace Freightlines, SA Telecommunications, Submicron, and Global Tissue, LLC, Coram Healthcare Corp. et al., STR, Inc. pending in DE.
• Served as DE local counsel to numerous preference defendants in Logoathletic, et. al; Crown-Simplimatic Incorporated; Hechinger Investment Company of DE, et. al.; Graham-Field Health Products, Inc., Optical Datacom, Inc., Valley Media, Inc.
Significant Creditors’ Rights
• Represented Development Authority as landlord in Chapter 11 Cases of PA Debtors Circulatory Centers of West Virginia, Inc. and rue21, Inc.
• Represented $2 million secured lender during Chapter 11 case of PA Debtor, Prime Plastics, Inc.throughout case and in state court matters.
• Represented $5 million secured lender during Chapter 11 case of PA Debtor, 210 Ludlow Street Corp.,e.g., in respect to disputes re: valuation of lenders’ collateral, adequate protection, and use of cash collateral.
Represented commercial real estate developer who was largest unsecured creditor in
Chapter 11 cases of PA debtor general contractor Bentley Construction Corp.and owner of
Represented one of the largest unsecured and administrative creditors in Chapter 11 reorganization of Florida resort chain Island One Resorts.
Represented commercial landlord in Chapter 11 reorganization of Idaho Harley Davidson dealership.
• Represented $2.8 million lender in highly contentious fraudulent conveyance litigation in
Chapter 11 case of WV debtors who owned a major tipple and coal washing plant.
• Represented $2 million largest unsecured creditor in Chapter 11 case of KY debtor
Norcross Footwear, Inc. in highly contentious fraudulent conveyance and equitable
subordination adversary proceedings.
• Represented principals of PA debtor and various affiliated entities in defense of preference, fraudulent transfer and breach of fiduciary duty causes of action initiated by Chapter 7 trustee of medical supplies retailer.
• Represented commercial landlord in Chapter 7 liquidation of PA debtor/tenant supermarket.
• Represented owner of major PA industrial complex in disputes with various bankrupt tenants.
• Represented supplier of in-flight entertainment systems as a major unsecured creditor in Chapter 11 case of VA debtor US Airways, et al.
• Represented $360k creditor who is partner of Chapter 11 WV debtor The Logan Medical Foundation.
• Assisted in representation of asbestos personal injury and/or property damage claimants’ committees or trusts in numerous asbestos bankruptcies including U.S. Gypsum, Babcock & Wilcox, HK Porter, Porter Hayden, W.R. Grace, Owens Corning, Narco, Pittsburgh Corning Corporation, Lloyd E. Mitchell, Inc.
• Assisted asbestos property damage committee in Chapter 11 case of DE Debtor Armstrong Worldwide Industries, Inc., a high-profile floor covering, carpet, furniture, and industrial products manufacturer.
• Represented Official Committee of Unsecured Creditors in Chapter 11 case of NJ debtor Response USA, Inc. et al.in prosecution of various adversary proceedings.
• Represented Sovereign Bankin recovering monies lent pursuant to Small Business Loan Program.
Significant Corporate Transactions/Litigation
• Service as outside general counsel to several closely held companies in the various industries including education, oil and gas, retail.
Represented purchaser of dance instruction franchise in purchase of business
• Represented seller of consulting firm in education sector in asset purchase transaction.
• Represented buyer of physical therapy clinic in stock sale.
• Represented buyer of chain of bakery and café in an asset purchase transaction.
• Represented buyer of landscaping and lawn-cutting business in asset purchase transaction.
• Represented buyer of pediatric occupational therapy clinic in asset purchase transaction.
• Drafted various distributor agreements, and retail policy and website design agreements and turnaround strategy for global children’s clothing manufacturer.
• Formulated business succession plan for owner of advertising agency.
• Revised or drafted various Employment and Consulting Agreements, Confidentiality Agreements, Option Plan administration documents, Customer Agreements, Security Agreements, website privacy policies, and commercial leases; provided legal opinions on covenants not to complete; drafted corporate formation documents for various entity types.
• Securities Compliance: Securities Act of 1933 compliance, registration statements, Exchange Act of 1934; Regulation D and blue sky compliance; Section 16 compliance; Rule 144 opinions; insider trading policies; and audit committee charters.
• Credit Facilities, Equity and Debt Offerings: assisted IT consulting co. with $6 million credit extension from major financial institution; assisted in formation of venture capital private equity fund and issuance of $100 million L.P. interests; assisted venture capital fund in $850k investment in communications co.; assisted underwriter in $50 million private placement; assisted winery in $2 million private placement.
• Represented numerous corporations in breach of contract/piercing of corporate veil/fraudulent transfer matters.
BUSINESS CONSULTING ENGAGEMENTS
• Served as project director for government contract with Federal Motor Carrier Safety Administration that required a continual quarterly analysis of the financial health of over 50 transportation companies participating in self-insurance program.
• Assisted in navigation of capital markets for term debt, mezzanine debt, and equity for major regional retail furniture chain and prepared $20 million financing memorandum.
• Served as legal advisor in Meridian’s receivership of a national telecommunications company pursuant to which Meridian investigated the wrongdoings of previous management that led to $40 million in missing funds.
• Served as legal advisor in Meridian’s role as liquidation trustee of major steel corporation and assisted in distribution to creditors.
• Assisted in Meridian’s receivership of non-profit entity that owns and operates low-income housing units in downtown Pittsburgh; Meridian facilitated the sale of such building.
• Assisted numerous companies and government agencies in developing social media policy and strategy.