Milbank successfully represented an ad hoc committee of certain financial institutions (the “Ad Hoc Committee”) holding secured term loans and senior secured notes of J. Crew Group, Inc. and its subsidiaries (together with certain of its affiliates, “J. Crew”) in J. Crew’s chapter 11 cases.
J. Crew filed for chapter 11 bankruptcy protection on May 4, 2020, becoming the first major US retailer to file for bankruptcy protection after the coronavirus pandemic forced a wave of temporary store closures.
Leading up to the bankruptcy filing, the Milbank team successfully negotiated a restructuring support agreement (the “RSA”) on behalf of the Ad Hoc Committee with J. Crew and its sponsors as well as a $400 million debtor-in-possession credit facility, which will be converted into an exit facility upon J. Crew’s emergence from bankruptcy.
J.Crew’s plan of reorganization, which implements the transactions contemplated by the RSA and converts approximately $1.65 billion of debt into equity, was confirmed on August 25, 2020 after receiving widespread support from J. Crew’s financial creditors, key vendors, the vast majority of its landlords, and the Official Committee of Unsecured Creditors. J. Crew is expected to emerge from chapter 11 in early September 2020.
The Milbank team was led by Financial Restructuring partners Dennis Dunne, Samuel Khalil, and Matthew Brod, and included partners Albert Pisa (Alternative Investments), Andrew Leblanc (Financial Restructuring and Litigation & Arbitration), Russell Kestenbaum (Tax), Scott Golenbock (Corporate), Rod Miller (Capital Markets), Joel Krasnow (Executive Compensation and Employee Benefits), and Yaakov Sheinfeld (Real Estate); special counsel Jennifer Harris, Maya Grant (Alternative Investments), Lesley Janzen (Capital Markets), and Samir Vora (Litigation & Arbitration); and associates Abigail Debold and Andrew Abell (Financial Restructuring), among other Milbank attorneys.