Westinghouse Electric Company LLC (the “Company” or “Westinghouse”), a global presence in nuclear technology design and construction whose parent company is Toshiba, filed for chapter 11 protection on March 29, 2017 with reported assets in the amount of $4,329,000,000 and liabilities in the amount of $9,391,000,000. Given the complexity and magnitude of multi-party arrangements involving both Westinghouse and Toshiba, Westinghouse appointed a Special Committee comprised entirely of independent directors with no prior affiliation with Toshiba.
Milbank was selected by the Special Committee to serve as its dedicated counsel. Over the course of the chapter 11 cases, the Westinghouse Board delegated to the Special Committee full authority over the most significant aspects of Westinghouse’s restructuring process, including execution and decision-making authority over the marketing of and sale process for the Company and the negotiation and implementation of a chapter 11 plan of reorganization based upon an eventual sale. Milbank served as the Special Committee’s counsel in all of these extensive roles.
The Special Committee’s sale process resulted in an agreement by Westinghouse to sell substantially all of its assets and operations to Brookfield WEC Holdings LLC, an affiliate of Brookfield Business Partners LP, for approximately $4.6 billion in cash and assumed liabilities.
The Special Committee’s chapter 11 plan process resulted in a fully consensual plan of reorganization with Westinghouse’s creditors pursuant to which the proceeds from the Brookfield transaction will be used to either satisfy or pay virtually all of Westinghouse’s creditors in full or, with respect to certain large stakeholders, to provide other negotiated, fully consensual plan treatment. The chapter 11 plan was confirmed at a hearing held in the US Bankruptcy Court for the Southern District of New York on March 27, 2018. Westinghouse is expected to emerge from chapter 11 during the late summer or early fall of 2018, pending receipt of required regulatory approvals.
The Milbank team was led by Financial Restructuring partners Paul Aronzon and Thomas Kreller and includes partners Adam Moses (Corporate), Eric Silverman (Project, Energy and Infrastructure Finance) and Alan Stone (Litigation); special counsel Haig Maghakian (Financial Restructuring); and associates Ryan Baggs (Financial Restructuring), James Behrens (Financial Restructuring) and Mark Castiglia (Corporate).
