A New York Bankruptcy Court has adopted the majority rule in holding that a transferred claim can be disallowed or subordinated based on actions of the initial claim holder, siding with the Third Circuit Court of Appeals and rejecting a contrary decision of a New York District Court. The decision, In re Firestar Diamond, Inc.,…
MICHAEL S. LEVINE
Michael Levine helps clients navigate the complexities and nuances of sophisticated corporate transactions. Michael advises trading desks of investment funds regarding purchases and sales of par and distressed assets including bank loans, equity interests, trade claims and other instruments. He also serves as counsel for lenders and borrowers, and he represents established and emerging companies in a variety of general corporate matters.
For two decades, Michael has provided thoughtful and creative solutions for financial institutions, including hedge funds, private equity funds, CLOs, investment banks and commercial banks with a variety of transactional matters. Michael advises clients on the purchase and sale of par and distressed secured bank loans, subordinated debt, notes, trade claims, as well as equity interests and other securities issued by companies located in North America, Europe, Latin America, Asia and Australia. He assists traders and analysts to understand underlying liquidity issues inherent with the assets being traded and to structure trades to maximize a client’s economic returns. He also provides insight regarding nuances of the trading rules and conventions that govern the loan market. Michael offers guidance to the operations group of funds with respect to details of the underlying asset being traded, issues limiting current and future transfers of such assets and updates to market rules and conventions. Michael also assists clients with issues related to claims against companies that have filed or are about to file for bankruptcy protection. He reviews and analyzes pre- and post-petition credit agreements, as well as DIP financings, and he reviews and negotiates restructuring support agreements.
Michael’s practice also involves representing clients with respect to general corporate transactions, including analyzing and negotiating loan agreements, operating agreements and other contracts for hedge funds, as well as both emerging and established companies. Both as lender’s counsel and as borrower’s counsel, Michael has drafted and negotiated credit agreements and security agreements. He has assisted private funds by providing general corporate advice to portfolio companies, including drafting and negotiating operational agreements and confidentiality agreements. He has also helped closely held ventures and nascent companies with purchases and sales of assets and equity interests.
- Representing hedge fund with respect to purchases of large loan position, analyzing organizational documents of restructured debtor and supporting client’s operations group regarding issuance of newly issued securities of restructured debtor.
- Representing hedge fund with respect to purchases of loans, drafting and negotiating with debtor’s counsel and counsel of other creditors of ad hoc committee with respect to restructuring support agreement and new organizational documents of restructured debtor, and assisting client complete trades of new assets post-restructuring.
- Representing private equity company in purchase of loan made to a shipping company, drafting and negotiating amendments to loan and security agreements, negotiating confidentiality agreements and drafting revised organizational documents for shipping company as part of restructuring of enterprise.
- Representing hedge fund acquire pool of loans secured by real estate assets and negotiating and closing amendments to underlying loans.
- Negotiating credit agreement and amendments as borrower’s counsel for portfolio company of private fund.
- Analyzing transfer provisions of credit agreements and assisting hedge fund client transfer loan assets as security as part of a credit facility.
- Representing hedge fund transfer large pool of trade claims amongst affiliate entities and negotiating necessary consents with counterparties.
- Representing hedge fund acquire loans made to a German company, coordinating with German counsel regarding restructuring of loans, and advising analyst and trader with respect to limitations to transfers of interest and acquisition of other debt interests in affiliates of German borrower.
- Representing hedge fund acquire loans made to a French company, reviewing terms and requirements of restructuring, coordinating with French counsel regarding mechanics of restructuring of assets, and assisting client’s operations group regarding issuance of newly issued securities of restructured debtor.
- Drafting purchase and sale agreement and negotiating terms of sale of equity interests in several closely held entities.
- Reviewing existing loan agreement, negotiating terms for purchase of 100% of outstanding loans, drafting amendment to loan agreement and coordinating with seller’s counsel, borrower’s counsel and client to transfer rights to underlying assets that secure the loans.
The George Washington University Law School (J.D., 1997)
The Environmental Lawyer, Member
Yale University (B.A., 1994)
1998, New York
Israeli Hedge Funds and Bank Debt Trading
Moderator, Israel Hedge Funds Association Conference, June 2015
Will Tax Incentives Help Revitalize the Inner City
13 St. Tax Notes 697, 1997
Taint What You Do: New York Court Adopts Majority Taint Travels RuleSeptember 14, 2020Client Alerts
Material Corporate Provisions of the CARES ActMarch 30, 2020Client Alerts
In response to the recent outbreak of a novel coronavirus, COVID-19, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. The CARES Act provides (I) unemployment assistance, (II) limits on paid leave requirements that were established in the Families First Coronavirus Response Act…
Summary of SBA 7(A) Loans under the Coronavirus Aid, Relief, and Economic Security ActMarch 28, 2020Client Alerts
President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. Under the CARES Act, select small businesses are able to receive Small Business Administration (“SBA”) loans in the form of 7(a) loans (the “Loans”), which under the CARES Act are low interest loans from…
Bankruptcy Court Tells Claims Traders: “Do Your Homework!”July 23, 2018Client Alerts, FEATURED PUBLICATION
Traders in claims of bankruptcy debtors should take note of a recent Delaware Bankruptcy Court decision that prevents the transfer of claims when the underlying debt instrument prohibited the transfer without the borrower’s consent. In In re Woodbridge Group of Companies, LLC, et al. No. 17-12560 (KJC), (Bankr. Del. June 20, 2018) (http://www.deb.uscourts.gov/sites/default/files/opinions/judge-kevin-j-carey/woodbridge-contrarian-opinion-and-order.pdf), the court…
Game of Designations: Ninth Circuit Overturns Bad Faith FindingJuly 9, 2018Client Alerts, FEATURED PUBLICATION
A recent decision by the Ninth Circuit Court of Appeals, Pacific Western Bank v. Fagerdala USA – Lompoc, Inc. (In re Fagerdala USA – Lompoc, Inc.), strengthens the hand of creditors that seek to block confirmation of a cramdown plan by purchasing other claims, and may contribute to the liquidity of the market in bankruptcy debt.…
Changes to Delayed Compensation for LSTA Par/Near Par TradesSeptember 8, 2016Client Alerts, FEATURED PUBLICATION
On September 1, 2016, the Loan Syndication and Trading Association (the “LSTA“) implemented significant changes to the provisions in the trading documentation governing whether a buyer is entitled to receive delayed compensation for a par/near par trade (hereinafter, a “Par Trade“). Delayed compensation is a payment by seller to compensate buyer when a Par Trade…
Taint Necessarily So: Third Circuit Holds that Taint Travels with ClaimNovember 21, 2013Client Alerts
A new decision by the Third Circuit Court of Appeals, In re KB Toys, Inc., may strongly influence the debate regarding whether a bankruptcy claim transferred on the secondary market is subject to disallowance based on acts of the original holder of the claim. As discussed in our prior alert, KB Toys concerned from objections…
Allocation of “Ticking Fees” Under LSTA Par/Near Par Trade ConfirmationsJuly 31, 2013Client Alerts
The Loan Syndications & Trading Association (the “LSTA”) recently issued a market advisory with respect to the allocation of “ticking fees” between a buyer and seller under an LSTA Par/Near Par Trade Confirmation (“Par Confirm”). “Ticking fees” is an informal market term that is used to describe two different types of payments made from a…
Bankruptcy ReformDecember 31, 2012Client Alerts
Kleinberg Kaplan will participate in a study of potential Bankruptcy Code reform. The American Bankruptcy Institute has formed a commission to study and propose reforms to Chapter 11 of the Bankruptcy Code that will better balance the goals of reorganization of business debtors, preservation of jobs and maximization of asset values for the benefit of…