Milbank represented the Committee of Secured Creditors in connection with the reorganization, bankruptcy, and sale to IFM Investors for $5.75 billion of ITR Concession Company LLC (“ITR”), the holder of the concession to operate the Indiana Toll Road.
Milbank, on behalf of the Committee of Secured Creditors holding in excess of $6 billion in face amount of secured claims against ITR, structured and negotiated the terms of a prepackaged plan of reorganization that contemplated a restructuring involving either a sale of substantially all of ITR’s assets or a comprehensive balance-sheet restructuring. The plan includes a unique post-confirmation toggle structure in which the marketing of the project was conducted after the confirmation of the plan and allowed for the lenders to decide prior to the effective date whether to sell the asset or restructure as a standalone entity. This is the first time such a toggle structure has been employed for a material asset.
The sale process concluded on March 10, 2015, when IFM Investors entered into a definitive purchase and sale agreement to acquire ITR. The purchase agreement provided for, among other things, a cash purchase price of $5.725 billion and permitted the company to distribute all non-restricted cash on hand as of the closing date to the seller. Under the plan, a majority of the secured lenders waived the right to toggle to the restructuring transaction. The sale transaction closed on May 27, 2015 and approximately $5.752 billion was distributed to Secured Creditors.
The Milbank team was led by Partners Gerard Uzzi (Financial Restructuring) and Allan Marks (Project Finance) and also included Partners Tyson Lomazow (Financial Restructuring), Evan Fleck (Financial Restructuring), David Cohen (Litigation), Russell Kestenbaum (Tax), Mark Mandel (Corporate), Special Counsel Drew Batkin (Tax), and Associates Sally Huang (Project Finance), John Timmerman (Corporate), Melanie Westover Yanez (Litigation), Thomas Quirxtner (Project Finance), and Kate Taylor (Financial Restructuring).
