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John J. Rapisardi
John J. Rapisardi, Co-Chair of Cadwalader's Financial Restructuring Department and a member of the firm's Management Committee, has more than 28 years of domestic and international restructuring experience across a variety of industries, including automotive, casinos, chemical, healthcare, retail, real estate, satellite, sports franchises, textile and telecommunications.
Consistently commended as one of the leading restructuring lawyers in the U.S. by Chambers USA, the 2010 guide described John as "key to the firm's work for LyondellBasell," with "an eminent national reputation for his expertise in domestic and international restructurings and an extraordinary knowledge and skill set." Similarly the U.S. Legal 500 named John among their Elite Leading Lawyers and noted that he is "a first rate restructuring lawyer - he combines knowledge of the law with the correct demeanor necessary to press his client's agenda without allowing his ego to interfere with success" and "superb and fantastic." The Best Lawyers in America selected John as a leading lawyer in Bankruptcy and Creditor-Debtor Rights and Bankruptcy Litigation and he has also been named as a highly recommended international restructuring counsel in PLC Cross-border Restructuring and Insolvency Handbook.
The Deal named John to its quarterly list of Top Lawyers in Bankruptcy Law, where his matter activity by value of assets for the fourth quarter of 2010 placed him in ninth position. Recognized by the Global M&A Network as Restructuring Advisor of the Year, John also received a Turnaround Atlas Award for his work in 2008/2009. In 2009 he received the Annual Leadership Award from Pace University School of Law. Additionally, he was named to Turnarounds & Workouts list of Outstanding Restructuring Lawyers for 2009.
As a leader of Cadwalader's prestigious Financial Restructuring team, John has helped the team garner top recognition in the US News & World Report as a National Tier One firm for bankruptcy law, in Law360 as a 2010 Bankruptcy Group of the Year and in the Financial Times Innovative Lawyers Report in which the firm was one of only three firms ranked as "standout" for exceptional work in 2010 in the automotive sector for advising the U.S. Treasury Department Presidential Auto Task Force in the historic restructuring of General Motors and Chrysler and in the restructuring category for its work on the chapter 11 of petrochemical giant LyondellBasell. The Financial Restructuring team is also continually ranked among the top firms by Chambers, IFLR and Legal 500.
John has advised investors and financial institutions and written extensively on the subject of lender rights and remedies under the new Chinese Bankruptcy Code. John is co-author of The PRC Enterprise Bankruptcy Law: The People's Work in Progress (Beard Group, Inc., 2008) and, for the past fifteen years, has been a regular bankruptcy columnist for the New York Law Journal.
A Beta Gamma Sigma graduate from the College of Business Administration at Fordham University, John received his LL.M. from New York University and his J.D. from Pace University. After law school, John clerked two years for the then Chief Bankruptcy Judge of the Southern District of New York.
In 2010 and 2011, John piloted the Cadwalader team in the following high profile restructurings:
Black Gaming: Representation of the senior secured noteholders in Black Gaming LLC's prepackaged bankruptcy filing in Las Vegas, Nevada in which the lenders wrote down a piece of their outstanding indebtedness in exchange for a new note on the company as well as a significant cash infusion by a plan sponsor group that is to be distributed pro-rata to the lenders.
Blockbuster: Representation of Carl Icahn and certain of his affiliates ("Icahn"), as the largest pre-petition and post-petition lender, and auction participant in Blockbuster Inc.'s chapter 11 cases. Under John's supervision, Cadwalader advised Icahn with respect to all aspects of the auction and sale process and obtained the dismissal of an adversary proceeding brought by a second lien lender seeking to equitably subordinate Icahn's senior claims.
Brookfield: Representation of an investor consortium spearheaded by Brookfield Properties and affiliates ("Brookfield") in connection with Brookfield's investment in bank debt of a Washington D.C. affiliate of major U.S. real estate developer, Tishman Speyer Properties. Under John's supervision, Cadwalader conducted an initial "fulcrum security" analysis of this credit and supporting real estate and other collateral. The team successfully navigated Brookfield through myriad strategic and financial options with respect to this investment, which led to the debt's prompt repayment in full, at a substantial premium to the consortium.
Caribbean Petroleum: Representation of Caribbean Petroleum Corporation ("Capeco"), a Puerto Rico-based company involved in the import, offloading, storage, distribution and retailing of petroleum products, and certain of its affiliates, in connection with the company's complex restructuring efforts and in its filing for bankruptcy protection.
Fred Leighton: Representation of Merrill Lynch Mortgage Capital Inc./Bank of America, in connection with the chapter 11 cases of high-end retail jeweler Fred Leighton Holding, Inc. and certain affiliates. The chapter 11 cases spanned eighteen months and were extremely contentious, difficult, and complex. The cases remain open today, as the liquidation trust created under the chapter 11 plan continues to prosecute actions for the benefit of Merrill Lynch.
U.S. Department of Treasury: Representation of the United States Department of Treasury with respect to critical restructuring and other matters. John served as outside counsel to the United States Department of Treasury and the Presidential Task Force with respect to the restructuring of Chrysler, General Motors and Delphi and he also advised the Treasury on the restructuring and disposition of Treasury's Capital Purchase Program investments in a number of financial institutions, including notably Treasury's $2.3 billion investment in CIT.
Xerium Technologies Inc.: Representation of Xerium Technologies, Inc. and certain affiliates, a leading global manufacturer and supplier of roll covers and textile primarily used in the production of paper, in Xerium's prepackaged chapter 11 cases. Cadwalader, successfully confirmed Xerium's prepackaged plan of reorganization in just over one month, and the plan became effective shortly thereafter on May 25, 2010.
John also advised corporate clients in some of the most significant and innovative restructurings, including:
- LyondellBasell Industries in its chapter 11 cases
- Metallurg in its chapter 11 case and related U.K. and German subsidiaries in insolvency proceedings
- Portland Trailblazers in workout negotiations with its bondholders
- Saint Vincent's Medical Center in its chapter 11 case
- West Point Stevens in its chapter 11 case and related U.K. subsidiaries in insolvency proceedings
Additionally, John acted on behalf of creditors, lenders and investors in restructurings, such as:
- Aladdin Casino - represented an investor in acquiring the casino in its chapter 11 case
- Barneys New York - represented investors in the acquisition of the department stores in their chapter 11 cases
- BLB/Twin River Casinos - represented Merrill Lynch as agent lender
- Blockbuster Inc. - represented Carl Icahn and his affiliates in the chapter 11 cases
- Centro Properties - represented JPMC as agent lender for $2 billion debt
- Fleetwood Enterprises - represented the Ad Hoc Noteholders Committee
- Intrawest - represented Lehman as agent lender for approximately $2 billion debt
- LandSource - represented Barclays as agent/secured lender for $1 billion debt in the chapter 11 cases
- Lehman Brothers Holdings - represented Citigroup, Inc. in the chapter 11 case
- NSM Steel - represented an ad hoc bondholders' committee in the restructuring under Thai bankruptcy law
- Owens Corning - represented a bank steering committee in the chapter 11 case
- Pliant Corporation - represented Merrill Lynch in the $300 million exit financing
- Safety Kleen - represented a bank steering committee in the chapter 11 cases
- Solutia - represented an ad hoc bondholders' committee in the chapter 11 case
- Steve & Barry's - represented an investor in acquiring the retail department store chain out of chapter 11
- Trump Atlantic City Casinos - represented the bondholders' committee in the restructuring
Leadership Activities:
- Catholic Renewal - co-founder and current member, Catholic Renewal is a group of Roman Catholic professionals in the corporate restructuring industry committed to building a community and network that will provide charitable assistance to individuals and groups in need.
- New York City Bankruptcy Assistance Project ("NYC BAP") - co-founder, NYC BAP provides free bankruptcy pro bono assistance to low-income residents of New York City who are considering bankruptcy.
- Pace University - served on the Pace Law Review.
- Outstanding Alumni Achievement Award - Salesian High School.
- Advises and coaches the Salesian High School New York State trial court competition team.
- Coveleigh Country Club - President from 2003-2006; the club has over 400 members and an annual operating budget of over $5 million. John oversaw a $5M capital renovation and turned the budget around from an annual $150K loss to a $250K profit.
Recent articles in the New York Law Journal include:
- 'Visteon': Third Circuit Alters Landscape Of Retiree Benefits in Bankruptcy
- Special Issues Under Chapter 9 of the Bankruptcy Code, Part II
- Part I: Overview of Municipality Bankruptcy Under Chapter 9
- Secured Creditors' Rights at Stake In 'Philadelphia Newspapers' Case
- Circuit Limits Grounds to Disallow Administrative Expense Claims
- 'Journal Register' Case Reaffirms the Vitality of 'Gift' Plans
- New Century: Further Limitations on Substantive Consolidation?
- In re Betcorp Limited - U.S. Bankruptcy Court Recognizes Multinational Non-Judicial Foreign Insolvency Under Chapter 15
- Third Circuit Elaborates on Non-Statutory Insiders
- Known Creditor's Chapter 11 Claims Not Dischargeable For Lack of Actual Notice of Bar Date
- Delaware Bankruptcy Court Provides Guidance to Debtor Corporations Tailoring Compensation Plans Consistent with BAPCA's Limitations on KERPs
- Supreme Court of Delaware Rejects Direct Creditor Claims for Breach of Fiduciary Duties
- Fraudulent Transfer Challenge to Leveraged Spin-off
- Disclosure of Information By Distressed Claims Purchasers
- Problems in Distressed "Loan-to-Own" Investments
- China's New Bankruptcy Law: Doing Business in China
- Delaware Court Rejects "Deepening Insolvency" Theory
- Protocol for Creditors' Committee to Provide Information to Constituents
Other Publications:
- "A Legal Analysis and Practical Application of the PRC Enterprise Bankruptcy Law," Business Law Journal, January 2010
- "Leverage and Lenders of Last Resort," The Bankruptcy Strategist, December 2009
- "Chrysler, GM: Courts Extend Law On Sales," Law360, October 2009
- "2 Lawyers on the G.M. Case Tell Their Story," The New York Times, July 2009
- "Lyondell: The Largest Commercial DIP in History," Journal of International Banking and Financial Law (2009)
- Co-author, The PRC Enterprise Bankruptcy Law: The People's Work in Progress (2008)
- Co-author, Fundamentals on Bankruptcy, West Publishing (1998)
- Miller and Rapisardi, "Separate and Unequal: In re 203 N. LaSalle Street Partnership," 28 Memphis Law Review 3, 1998
- "Issues and Implications Raised by Serial Chapter 11 Filings: An Overview," New York State Bar Association, 1997
- Model ABA Brief: In re Rash (1997) addressing issue of valuing collateral under a nonconsensual chapter 11 plan
- "The Mortgagee's Right to Rents After Default," Journal of Bankruptcy Law and Practice, May/June 1997
Lecturing and Teaching:
- TMA Distressed Investing Conference, Autos: Two Years Later, Las Vegas, NV., January 2011
- Key Note Speaker at the ABI NYC Conference on Government's Growing Role in Bankruptcy and Restructuring. How Much Is Too Much? May 2010
- Panel Presentation at Turnaround Management Association's 2010 Spring Conference on Global/Cross-Border Issues and Trends, April 2010
- Dow Jones - Daily Bankruptcy Review Restructuring and Turnaround Summit - In the Trenches of Chapter 11, March 2010
- ABI Winter Leadership Conference - Successful Pre-arranged Bankruptcy Filings: Lessons Learned from GM and Chrysler, December 2009
- Moderator and Panel Presenter at Golden Networking's Distressed Investing Leaders Forum, July 2009
- Panel Presentation at Milken Institute Global Conference, Beverly Hills, California, April 2009
- Panel Presentation at Merger Market's Distressed M&A Roundtable, New York, New York, April 2009
- Adjunct professor at Pace Law School teaching Debtors' and Creditors' Rights in Bankruptcy
- ABI Winter Leadership Conference - Business Reorganization - Renewed Interest in the three Rs: Reinstatement, Repayment and Refinance - The New Rithmetic, December 2008
- AIRA Panel Presentation- "Comparative Provisions & Implications of the U.S. and China Bankruptcy Codes: Moving Toward A Common Ground?" (AIRA- Shanghai/September 2008)
- AIRA Panel Presentation- "Emerging Valuation Theories & Strategies," October 2008
- Panel Presentation on Cross-border International Restructuring Issues Sponsored by Financial Research Associates, July 2007
- Panel Presentation at Beard's Tenth Annual Conference on Restructuring Troubled Companies, Chicago, June 21, 2007
- Chairman, Panel Presentation at Beard's Eighth Annual Conference on Healthcare Transactions, Chicago, April 2007
- Panel Presentation on Loan to Own Distressed Investments, INSOL Conference Cape Town, South Africa, March 2007
- Panel Presentation on Compensation of Restructuring Professionals, INSOL Conference, Cape Town, South Africa, March 2007
- Lecturer, Chapter 15 Cross Border Insolvency Issues, INSOL Conference, Toronto, October 2006
- Lecturer before China Law Society on suggested improvements to draft Chinese Bankruptcy Code, Beijing, June 2006
- Lecturer on U.S. Corporate Governance before INSOL Conference, Sydney, Australia, March 2005
- Chair of ABI panel: Looking Elsewhere for Creditor Recoveries, New York City, May 2002 Professional Publications
- Chair of ABI panel: Ethical Issues in Chapter 11 cases, New York City, May 2001
- Judged defense of student thesis for bankruptcy LL.M. degree at St. John's University, Spring 2001
- ABI roundtable panelist: Implications of Supreme Court Decision in 203 N. LaSalle, November 1999
- PLI lecturer, Fundamentals of Corporate and Consumer Bankruptcies, White Plains, N.Y., June 1999
- ABA presentation before Panel of Federal Circuit Judges Arguing Merits of Supreme Court Decision In re Rash, Spring 1998
- Lecturer before the New York State Bar Association: Serial Chapter 11 Filings, Spring 1997
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