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Mergers & Acquisitions

Out-of-Court Transactions

ICG Communications
The firm represented this publicly traded Denver-based company, which provides voice, data, and internet communications services, in connection with its acquisition by a consortium of equity funds.

Pat & Oscars
We represented Worldwide Restaurant Concepts, a NYSE company, in connection with its acquisition of a closely held chain of casual dining restaurants in Southern California.

RPD
We represented a well-known Southern California real estate investment firm in connection with its acquisition of the Vagabond hotel chain, comprised of over thirty hotels in several western states.

Attorneys of the firm have experience in the acquisition and sale of businesses outside of bankruptcy in a variety of industries, including hospitals, clinics, and other healthcare providers; retailers; manufacturers; and distributors. They have represented both domestic and foreign clients, primarily in U.S.-based transactions.

DSL Transportation
We were general corporate counsel to DSL Transportation and its subsidiaries, which provided international freight and logistics services to some of the nation's largest retailers. DSL sold substantially all its assets to Maersk Sealand in a transaction valued in excess of $80 million.

Bankruptcy Sales

AgriBioTech
AgriBioTech and its subsidiaries were the sixth largest producer of turf grass seed and forage seed in the world. The result of an industry roll-up of thirty four separate companies, AgriBioTech had combined revenues of approximately $400 million in the year prior to its bankruptcy. The firm negotiated far-reaching settlements with major constituencies and a series of going-concern sales before confirming a plan of reorganization.

LogoAthletics
LogoAthletics was the nation's largest manufacturer of licensed sports apparel with annual sales exceeding $250 million. The firm successfully negotiated a sale to Reebok, maintaining the integrity of the operations and saving thousands of jobs.

AmeriServe Food Distribution
AmeriServe was the largest food distribution company in the United States, with approximately $9 billion of annual revenues. In the chapter 11 case, all of AmeriServe's assets were sold, and a liquidating plan was confirmed.

Integrated Telecom Express
We assisted a publicly traded "fabless" semiconductor manufacturer with over $100 million in cash in completing a liquidation through bankruptcy and reducing its landlord obligations by approximately $20 million through litigation in the bankruptcy court, thereby significantly increasing distributions to shareholders.

Webvan Group
Webvan Group and affiliates provided internet-based home delivery services for groceries and other products throughout the West before filing for bankruptcy in July 2001. Over $1 billion was invested in the companies and their operations prior to the filing. We assisted management in the orderly liquidation of the debtors' assets, and confirmed a liquidating plan in less than six months' time.

Yipes Communications
The firm guided Yipes, a leading national provider of broadband internet services to businesses, through a section 363 sale within ninety days after filing its chapter 11 case, subsequently reorganized its regulated utility affiliates through a merger transaction with the buyer, and recently confirmed a chapter 11 plan of liquidation for the remaining unregulated entities.

Agway
The firm served as counsel to the creditors' committee of unsecured creditors of Agway, Inc., one of the largest agricultural cooperatives in the United States. At the time of filing, Agway had more than 66,000 members and in excess of $1 billion of claims against it. With the active participation of the committee, Agway liquidated its various businesses during the case, including the sale of its Agronomy and Seedway businesses to Growmark for approximately $65 million, the sale of its leasing business to Wells Fargo Leasing for approximately $400 million, and the sale of its home heating oil and gas business to Suburban Propane for approximately $200 million. The committee negotiated the plan of reorganization that was recently confirmed in Agway's case.

Crescent Jewelers
Crescent is a leading West Coast-based specialty jewelry chain comprised of 123 stores located in 3 states with scheduled assets of $128 million and liabilities of $164 million. The firm represents the creditor's committee in this ongoing case, which currently features a sale process aimed at both strategic and financial buyers, together with efforts toward a negotiated plan of reorganization.

iLogistix
The firm represents the creditors' committee of Software Logistics Corporation d/b/a iLogistix. Prior to a going-concern sale of its assets in which the committee and the firm played a pivotal role, iLogistix was in the business of providing global supply chain management services to some of the largest technology companies in the world. The committee proposed a plan of liquidation for iLogistix that resulted in substantial recoveries for unsecured creditors.

Northpoint Communications
The firm represents the committee for Northpoint, a nationwide provider of DSL internet services to 100,000 subscribers, with unsecured debt exceeding $520 million. The company's assets were sold to AT&T for $135 million.

Western Integrated Networks
The firm represented the creditors' committee of Winfirst, a "fiber to the home" provider of combined local telephone and cable-television service, together with high-speed internet access. Winfirst sold its assets to SureWest Communications as a going concern.

Gingiss Group
The firm represented Gingiss Group/Gary's Tuxedo's in connection with their chapter 11 bankruptcy cases filed in Delaware bankruptcy court. Gingiss/Gary's operated the only national chain of retail stores specializing in the rental and sale of formalwear with more than 400 stores and annual revenues exceeding $75 million and completed a sale of substantially all of their assets to May Department Stores less than sixty days after the bankruptcy cases were filed.

Organized Living
The firm represents the creditors' committee in this case involving a specialty retailer of high-quality products desinged to provide storage and organization solutions for home and office needs. The firm pursued various alternatives to a going-out-of-business sale, including pursuing its own contacts to generate interested buyers. The inventory liquidation proved extremely successful. Exclusive of litigation recoveries, general unsecured creditors will still receive a meaningful distribution.

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