News 21 Sep. 2015

Five Curtis Corporate and Restructuring Matters Chosen as Finalists in Six Categories for 2015 M&A Advisor Awards

Five of Curtis' transactions have been selected as finalists in six award categories for the 14th Annual M&A Advisor Awards. The winners will be announced at the M&A Advisor Awards Gala to be held on November 17th 2015 at the New York Athletic Club in New York City. The matters nominated and their respective award categories are:

Momentive Performance Materials Inc Chapter 11 Plan of Reorganization

  • Industrial Manufacturing and Distribution Deal of the Year (Over US$500 Million)
  • Restructuring Deal of the Year (Over US$1 Billion)

Momentive Performance Materials (“MPM) is a leading developer and manufacturer of silicones and quartz products. MPM commenced cases under Chapter 11 Bankruptcy cases in the United States Bankruptcy Court for the Southern District of New York in order to implement a US$4.2 Billion restructuring. Prior to filing for bankruptcy, MPM entered into a Restructuring Support Agreement with certain key stakeholders regarding the terms of a restructuring plan that would strengthen MPM's balance sheet by significantly reducing its debt and enhancing liquidity. MPM emerged from bankruptcy in October 2014 after having completed a restructuring that reduced its debt by US$3 billion and provided for a new equity infusion of US$600 million. MPM continued to operate throughout the Chapter 11 without laying off any of its 1,200 employees and also emerged as a stand-alone company. Curtis acted as co-counsel to Wilmington Trustee, successor trustee to certain 10% Senior Secured Notes issued by MPM, in connection with litigation regarding confirmation of the restructuring plan and related litigation seeking to enforce an intercreditor agreement.

The Curtis team included partners Michael Moscato and Jacques Semmelman (Litigation).

The Sale of the Assets of Cygnus Business Media Inc.

  • Media Deal of the Year

Curtis represented Cygnus Business Media, Inc. on five transactions, which together constituted the sale of substantially all of Cygnus' assets. Cygnus was a leader in the B2B media sector, publishing a variety of print and digital publications and hosting dozens of trade shows throughout the year. Cygnus' media business spanned a number of industry sectors. Its diverse assets included a total of 24 trade shows, 36 publications, 17 websites, proprietary software products and the corporate office building in Ft. Atkinson, WI. The sales were part of Cygnus' planned winding-up process and realized gross proceeds in excess of US$60 million. The initial transaction, which was the sale of Cygnus' agricultural businesses, took place in late 2013. Subsequent transactions included four separate carve-out transactions for the sale of Cygnus business lines.

The Curtis team was led by partner Evan Borenstein (Corporate Finance); counsel Eileen Matthews, counsel Joshua Geller and associate Holly Sawyer (Corporate M&A); partner Javier Hernandez (Employee Benefits); partner Eduardo A. Cukier and associate Thomas Reilly (Tax); partner Martin L. Forman and counsel Catherine M. Baecher (Real Estate).

Sale of 50.5% of Demoulas Super Markets, Inc. by the Class A Shareholders to the Class B Shareholders

  • Consumer and Retail Products Deal of the Year (Over US$500 Million)

Curtis represented one of the two groups of Class A Shareholders of Demoulas Super Markets, Inc. (DSM) in the sale of their shares to the Class B Shareholders of DSM. This transaction, which valued DSM at several billion dollars, was preceded by decades of litigation among the parties and involved around-the-clock negotiations to address a number of typical and atypical deal issues. In the weeks immediately prior to the announcement of the transaction, DSM's 25,000 employees staged a walk-out, and DSM's customers throughout New England boycotted the company's stores. Given the significant implications on tens of thousands of jobs and customer access to affordable groceries, the Governors of Massachusetts and New Hampshire intervened in the negotiations and met and spoke frequently with Curtis attorneys as the discussions reached the final stages. The transaction received significant media attention in New England and throughout the nation.

DSM is a closely held company owned by members of the Demoulas family that operates the Market Basket supermarket chain with $4 billion in annual revenue with 73 stores in Massachusetts, New Hampshire and Maine. The Class A Shareholders held approximately 50.5% of the shares of the company and they sold all of their shares to the Class B Shareholders.

The Curtis team was led by partner Lawrence Goodman (Corporate M&A and Private Equity) and included Tina Albright (Trusts and Estates); counsel Joshua Geller (Corporate M&A); partner Evan Borenstein (Corporate Finance); partner Alan Berlin and counsel Kuang-Chu Chiang (Tax); partner Martin Forman and counsel Catherine Baecher (Real Estate); partner Turner Smith (Litigation); counsel Jeffrey Zuckerman (Antitrust), counsel Michael Schwartz and associate Jonathan Byer (Trusts and Estates).

Coldwater Creek Chapter 11 Sale of Assets and Store Closing Sales

  • Consumer and Retail Products Deal of the Year (Over $500 Million)

Coldwater Creek, a leading women's specialty retailer in the U.S. for 30 years, arranged for the successful liquidation of its assets after filing for Chapter 11 protection in the United States Bankruptcy Court for the District of Delaware. A joint venture comprised of Gordon Brothers Retail Partners and Hilco Merchant Resources won an auction for the right to conduct closing sales at Coldwater Creek store locations and on the company's website. The auction, which lasted almost 48 hours, was conducted by Coldwater Creek in consultation with the official committee of unsecured creditors and certain prepetition term lenders. The joint venture also won the rights to liquidate the company's furniture, fixtures and equipment at Coldwater Creek's distribution center, call center and corporate headquarters as well as the designation rights to sell Coldwater Creek's intellectual property. Curtis acted as counsel to the joint venture.

The Curtis team included partner Evan Borenstein (Corporate Finance).

Acquisition of Urbanspoon Assets by Zomato

  • Corporate and Strategic Acquisition of the Year (Over US$25 Million to US$100 Million)

Zomato Media Private Limited, through its indirect acquisition subsidiary, Zomato USA, LLC, acquired substantially all of the assets of Urbanspoon from Wanderspot, LLC, a subsidiary of IAC/InterActiveCorp, establishing its presence in the U.S. Market. The purchase price was in the range of $50 to $75 million, one of the largest acquisitions by an Indian startup of a U.S.-based consumer Internet company. The transaction closed on December 22, 2014. Zomato is a venture capital backed startup whose website is dedicated to: restaurant discovery and information; evaluation of restaurants through user generated reviews; and the development of a “foodie” community. Zomato was founded in New Delhi, India in 2008 as “Foodiebay”, a menu card scanning service. Since the acquisition, Zomato raised US$163.8 million in funding and its post-money valuation as of April 2015 increased by over 50% from its November 2014 valuation. Curtis advised the buyer side.

Zomato was introduced to the New York office by Muscat-based Partner Taimur Malik, who has been representing Zomato with respect to its expansion in the Middle East and Europe and is the worldwide relationship partner for Zomato.

The Curtis team was led by partner Andrew Seiden (Corporate M&A and Private Equity) and counsel Eileen Matthews (Corporate), and included partner Javier Hernandez (Employee Benefits); partner Alan Berlin and associate Sarah Ryan (Tax); partner Michael Graif and counsel Eric Stenshoel (IP); partner Turner Smith, associates Kevin Meehan and Nicole Mazanitis (Litigation); partner Martin Forman (Real Estate).