Michael Friedman

Representative Matters

Special Situation Transactions

Michael represents investors in distressed and special situation acquisitions, purchases of assets in chapter 11 proceedings or “363 sales,” debtor-in-possession financings, special situation or alternative financings, and chapter 11 exit financings. Representative matters include:

• Represented not-for-profit higher education institution in connection with the assignment of its rights under a long-term lease to a not-for-profit tenant.
• Represented a B2B payments and treasury management fintech start-up in connection with the development of a blockchain based US dollar payment and settlement platform.
• Represented not-for-profit higher education institution in connection with the monetization of financial assets and refinancing of existing indebtedness through new $125 million CMBS loan facility.
• Represented investment fund in connection with the securitization of several portfolios of defaulted tax lien assets and as a borrower under credit facility secured by portfolio of defaulted tax lien assets.
• Represented private funds in multiple purchases of assets pursuant to section 363 sale process.
• Represented secured lender in connection with loans made to operator of funeral homes across the US.

Gaming Industry Transactions

As part of his special situations practice, Michael represents investors in distressed and non-distressed acquisitions and investments in the gaming industry. Representative matters include:

• Represented Clairvest Group Inc., Clairvest Equity Partners VI, and Rubico Gaming LLC in the acquisition of the Delaware Park casino and racetrack in Wilmington, Delaware.
• Represented bondholders in connection with a debt for equity swap in the chapter 11 bankruptcy of Centaur, LLC, an Indiana casino and horse racing track. The company emerged from bankruptcy as a newly formed entity, Centaur Holdings, LLC.
• Represented Centaur Holdings, LLC in connection with its acquisition in a Section 363 sale of substantially all of the assets (including real estate holdings) of Indianapolis Downs, LLC, the owner and operator of an Indiana casino and horse racing track.
• Represented Centaur Holdings, LLC in connection with the sale of all of its assets including two Indiana based casinos and horse racing tracks to Caesars Entertainment for $1.7 billion.
• Represented Spectacle Entertainment in connection with the acquisition, financing and development of the Hard Rock Northern Indiana Casino in Gary, Indiana.
• Represented private equity fund in connection with $45 million purchase of equity interests in gaming company.
• Represented private equity fund in connection with the purchase of a minority equity stake in a gaming company.

Bankruptcy and Restructuring

Michael represents secured and unsecured creditors, lenders, hedge funds, private equity funds and indenture trustees in virtually all aspects of complex chapter 11 bankruptcy reorganizations and out-of-court restructuring transactions. Michael also provides real-time focused legal analysis and advice to investors contemplating investments in distressed opportunities. Representative matters include:

• Represent the trustee, on behalf of senior secured bondholders, in connection with the bankruptcy proceeding commenced by Evergreen Gardens I, LLC, Evergreen Gardens II, LLC and Evergreen Gardens Mezz, LLC and the sale of two multi-family rental buildings to a purchaser.
• Represent senior secured bondholders in connection with the bankruptcy proceeding of ERP Iron Ore, LLC.
• Represented private equity fund in connection with adversary proceeding commenced by liquidating trustee in chapter 11 bankruptcy case and securing a full dismissal of the action with prejudice.
• Represented senior secured bondholders in connection with out-of-court workout and restructuring of bonds issued by conduit issuer on behalf of private not-for-profit educational institution; representation included the preparation for an action to foreclose on certain mortgages and UCC Article 9 collateral and the negotiation of a deed-in-lieu from the borrower to the secured lender.
• Represented senior secured lender in connection with chapter 11 bankruptcy proceeding commenced by auto dealership.
• Represented private not-for-profit educational institution in connection with negotiation and resolution of swap termination claim in the Lehman Brothers bankruptcy proceeding.
• Represented senior secured lender in connection with default and bankruptcy proceeding commenced by operator of nursing homes and assisted living facilities.
• Represented Ad Hoc Bondholder Group in connection with a chapter 15 bankruptcy petition commenced by a Canadian Trust with energy and petroleum assets in the US.
• Represents financial advisory firms in connection with complex bankruptcy and M&A engagements as well as fee disputes in bankruptcy proceedings.

Israel Practice

Michael advises Israeli financial institutions, investment funds, trustees and law firms seeking US-based counsel in finance and restructuring matters, including secured and unsecured loans, notes, and securities issuances, and US and cross-border workout, restructuring, bankruptcy, and litigation matters. Representative matters include:

• Represents the indenture trustee in connection with the restructuring of more than US$750 million of Tel Aviv Stock Exchange traded bonds issued by All Year Holdings, Limited, a British Virgin Islands company whose US subsidiaries hold in excess of one hundred multi-family real estate properties including the William Vale Hotel.
• Represents indenture trustee in connection with the restructuring of approximately US$254 million of Tel Aviv Stock Exchange traded bonds issued by Starwood West Limited, a British Virgin Islands issuer whose subsidiaries own and operate seven shopping malls located in the US.
• Represents indenture trustee in connection with the default by Brookland Upreal Limited, a British Virgin Islands issuer of Tel Aviv Stock Exchange traded bonds, whose US subsidiaries were engaged in the acquisition and development of real estate projects located in New York.
• Represented the indenture trustee in connection with the restructuring of Tel Aviv Stock Exchange bonds issued by Medley Capital, a US Business Development Company.
• Represents indenture trustees in connection with multiple offerings of Tel Aviv Stock Exchange traded bonds issued by British Virgin Islands issuers and secured by US liens, pledges, and mortgages.
• Represents Israeli investment fund in connection with mezzanine and secured loans, including mortgage and construction loans, to owners of commercial and residential real estate located in the US.
• Represents Israeli investment fund in connection with investments in hotel and hospitality properties in the United States.
• Represented indenture trustee in connection with the restructuring of $250 million of bonds issued by All Year Holdings Ltd. and secured by one of two residential apartment buildings that comprise The Denizen, a 911-unit complex in Brooklyn, New York.
• Represented indenture trustee in connection with the issuance by Bank Leumi of US$750 million (NIS 2.6 billion) of contingent convertible (CoCo) notes, the first international issuance by an Israeli bank.
• Represented indenture trustee in connection with the issuance by Mizrahi-Tefahot Bank of US$600 million of CoCo deferred notes, the second international issuance of contingent convertible (CoCo) notes by an Israeli bank.
• Represented indenture trustee in connection with the issuance by Bank Hapoalim of US$1 billion of green CoCo bonds, the first international issuance of green contingent convertible (CoCo) notes by an Israeli bank in accordance with the Green Bond Principles published by the International Capital Market Association.
• Represented an Israeli financial institution in connection with the purchase of US marketplace loans.
• Represented purchaser in the acquisition of a minority equity interest in US owner/operator of gas stations and convenience stores located across the east coast of the US from an insolvent Israeli public company pursuant to a court-supervised process.

Memberships

American Bankruptcy Institute

Turnaround Management Association

Yeshiva University

• General Counsel's Council, 2008–present

Admitted

New York

Education

University of Pennsylvania Law School, J.D., cum laude, 1991

Yeshiva University, B.A., 1988

Publications

• Co-Author, "Recent Market Trends: Involuntary Bankruptcy as a Remedy for Unsecured Creditors," Israel Desks Magazine, June 2023
• Co-Author, "US Distressed Investing: A Guide," US-Israel Legal Review 2022, March 2023
• Co-Author, "You Can’t Subordinate Me, I Am a Senior Secured Creditor, Right?," Pratt's Journal of Bankruptcy Law, January 2023
• Co-Author, "Fifth Circuit Hands Holders of Bankrupt Ultra Petroleum Unsecured Bonds a Major Make-Whole Victory While Gutting Make-Whole Entitlements in Louisiana, Mississippi and Texas, Ending Years of Speculation and Legal Wrangling," Client Alert, October 31, 2022
• Co-Author, "Puerto Rico Confirms a Plan of Adjustment under PROMESA," Client Alert, January 26, 2022

• Co-Author, "In Hertz, the Delaware Bankruptcy Court Provides Guidance on Make‑Whole Claims and Post-Petition Interest Payable in Solvent Debtor Cases," Client Alert, January 18, 2022
• Co-Author, "Strictly Speaking: What Lenders Need to Know about Strict Foreclosure and Restructurings," Chapman and Cutler LLP, September 2020
• Co-Author, "Strictly Speaking, Part III: How Can a Lender Incentivize Management in a Strict Foreclosure?," Client Alert, July 31, 2020
• Co-Author, "Strictly Speaking, Part II: How Can a Lender Effect a Strict Foreclosure?," Client Alert, July 23, 2020
• Co-Author, "Strictly Speaking: Strict Foreclosure Can Provide an Efficient Smooth Exit for Lenders in the Right Circumstances," Client Alert, July 16, 2020
• Co-Author, "For Lenders – Navigating Main Street Loan Considerations," Client Alert, July 7, 2020
• Co-Author, "Preferred Shareholder Denied Right to Block Bankruptcy Filing by Delaware Bankruptcy Court," Client Alert, May 11, 2020
• Co-Author, "Delaware District Court Supports Secured Creditor Gift Plans," The Banking Law Journal, February 2019
• Co-Author, "Designated Survivor: Ninth Circuit Rejects Designation of Secured Creditor’s Unsecured Claim under Section 1126(e) of the Bankruptcy Code," Client Alert, June 20, 2018
• Co-Author, "Non-Consensual Third-Party Releases Held Enforceable in Chapter 15 Proceeding," Client Alert, April 17, 2018
• Co-Author, "First Circuit’s Old Cold Decision Cools Fears of Expanded Scope of Jevic’s Reach; Declines to Apply Jevic to Disturb Assumption of Liabilities in 363 Sale that may have Violated Absolute Priority Rule," Client Alert, February 7, 2018
• Co-Author, "Second Circuit Reverses MPM Silicones’ “Prime Plus” Formula for Cramdown Interest Rates, Delivering Secured Creditors a Welcome Victory and Resetting Market Expectations," Client Alert, October 30, 2017
• Co-Author, "Momentive vs EFIH: Second Circuit Splits with Third Circuit on Make-Whole; Keeps Pressure on Lenders to Negotiate Express Make-Whole Provisions," Client Alert, October 30, 2017
• Co-Author, "On Second Thought: Delaware Bankruptcy Court Denies $275 Million Breakup Fee Despite Earlier Approval," Client Alert,October 19, 2017
• Co-Author, "Make-Whole Update: Texas Bankruptcy Court Awards Unsecured Bondholders’ ‘Enormous’ Make-Whole Claim, with Interest, Over Solvent Debtors’ Objection," Westlaw Journal Bankruptcy, October 19, 2017
• Co-Author, "Puerto Rico Court Recognizes Limit to Bankruptcy Code's Statutory Lien Definition," Westlaw Journal Bankruptcy. October 5, 2017
• Co-Author, "In Delaware, the Gift Plan Is Not Dead Yet," Law360, August 25, 2017
• Co-Author, "Companies Are Using Covenants to Restructure Their Capital Structure and Prime Existing Debt — What Lenders and Debt Investors Need to Know," Harvard Law School Bankruptcy Roundtable, March 14, 2017
• Co-Author, "Companies Are Using Covenants to Restructure Their Capital Structure and Prime Existing Debt — What Lenders and Debt Investors Need to Know," ACIC Private Notes, March 2017
• Co-Author, "What You Need to Know about 'Unrestricted Subsidiaries'," Law360, February 14, 2017
• Co-Author, "The Subordination of Equity-Related Claims in Bankruptcy," Law360, February 8, 2017
• Co-Author, "Second Circuit Rolls Back Expansive Trust Indenture Act Interpretation," Client Alert, January 25, 2017
• Co-Author, "Distressed Investing: New York's Highest Court Holds — a Trade is a Trade," Client Alert, December 29, 2016
• Co-Author, "Is Momentive Losing Momentum?," Law360, November 22, 2016
• Co-Author, "Credit Bidding: Has the 'Fisker' Threat Subsided?," Pratt's Journal of Bankruptcy Law, November/December 2016
• Co-Author, "Make-Whole Update: Delaware Bankruptcy Court Rules Intercreditor Agreement Does Not Permit First Lien Noteholders to Demand Payment of Previously Disallowed Make‑Whole from Junior Noteholders," Client Alert, June 27, 2016
• Co-Author, "Are You an Over-Secured Lender in Your Borrower's Bankruptcy? Beware: You May Still Not Be Entitled to Receive Post-Petition Interest," Client Alert, May 26, 2016
• Co-Author, "The Aftermath of EMC and Caesars: Trust Indenture Act Claims Brought by Objecting Bondholders," Client Alert, March 24, 2016
• Co-Author, "Make-Whole Update: Delaware District Court Follows New York's Lead in Disallowing Make-Whole Premium in Bankruptcy — Dispute Moves to Third Circuit," Client Alert, February 29, 2016
• Co-Author, "LSTA Publishes Detailed Response to ABI Commission's Proposed Bankruptcy Reforms," Pratt's Journal of Bankruptcy Law, February/March 2016
• Co-Author, "So Long as It's Your Own Money — Third Circuit Allows Secured Creditors to Gift Value to Junior Creditors to Resolve Sale Objection Even When More Senior Creditors Receive Nothing," Client Alert, September 24, 2015
• Co-Author, "Unitranche Facilities and the Jurisdiction of Bankruptcy Courts: RadioShack's Chapter 11 Leaves Questions Unanswered," Client Alert, August 13, 2015
• Co-Author, "D.N.Y. Affirms MPM Silicones' 'Prime Plus' Formula for Cramdown Interest Rates, Likely Harming Creditor Recoveries," Pratt's Journal of Bankruptcy Law, July/August 2015
• Co-Author, "Vote More Than Once? Numerosity and Possible Reform," Law360, July 24, 2015
• Co-Author, "Another One Bites the Dust — Energy Future Decision Likely Precludes Future Arguments to Lift the Automatic Stay in the Make-Whole Context," Client Alert, July 23, 2015
• Co-Author, "Marblegate II and the 'Tyranny of the Minority' — Another Weapon is Added to Bondholders' Arsenal to Disrupt Exchange Offers and Restructurings," Client Alert, July 8, 2015
• Co-Author, "Challenges Ahead for Chapter 11 Retained Professionals: The Implications of Baker Botts v. Asarco," Client Alert, July 2, 2015
• Co-Author, "The ABI Commission on Reform of Chapter 11 Final Report: What Secured Creditors Need to Understand," White Paper,June 2015
• Co-Author, "Does Your Intercreditor Agreement Properly Protect You? Common Mistakes and How to Fix Them — Lessons Learned From the MPM Silicones and RadioShack Cases," Client Alert, May 5, 2015
• Quoted, "Caesars Letting Apollo, TPG Keep Stake Fuels Creditor Anger," Bloomberg, January 15, 2015
• Co-Author, "I'm a Secured Creditor so I'm Entitled to Default Interest, Right?," Pratt's Journal of Bankruptcy Law, January 2015
• Co-Author, “The Restructuring of Danfurn LLC,” Darden School of Business Publishing