Ouwen Jiang

A lawyer for the special master overseeing the auction of Citgo to satisfy billions of dollars' worth of Venezuelan debt has defended his request for more than $15.3 million in fees on top of nearly $63 million already paid, saying the request follows an "extraordinarily complex" sale process. In a letter submitted to a Delaware federal court on Monday, Potter Anderson & Corroon LLP partner Bindu Ann Palapura acknowledged that the $15.346 million in fees incurred by special master Robert Pincus and his advisors during September, October and November last year were "undoubtedly significant." She nevertheless defended the fee request as warranted, given the extensive labor and legal expertise that was necessary to finalize the sale process, which resulted in a $5.892 billion bid from hedge fund Elliott Investment Management LP that was accepted by the court late last year. The letter comes after Gold Reserve Ltd. — whose $7.382 billion bid for Citgo was rejected last year after being initially accepted by Pincus — complained in a Feb. 23 letter to the court that the fee request was "staggering." Gold Reserve argued, in part, that the $10.2 million in legal fees charged by Weil Gotshal & Manges LLP was unreasonable, noting that the request includes time entries from 41 attorneys at an average hourly rate of $1,566.83, with only two staff attorneys charging less than $1,000 per hour. But Palapura argued that Gold Reserve is downplaying the "scope and breadth" of work the special master's advisors had to perform during the three months in question. "Gold Reserve also largely ignores the complexity of the matter, the special master's dual role as both an arm of the court and a litigant, and the evidentiary burden placed on the special master in supporting his recommended bid," she wrote. Gold Reserve and others had already argued in 2024 that the fees incurred by Pincus were too high, resulting in a court order from U.S. Circuit Judge Leonard P. Stark requiring that Pincus evaluate "whether the number of timekeepers can be reduced" and whether Weil could "still justify billing on an ongoing basis at the same non-discounted rates they have been charging for the first 44 months of their engagement with this case." Palapura rebutted Gold Reserve's allegations in its letter last month that Pincus had not complied with the order, noting that he had significantly reduced the number of timekeepers and discussed the discounted fee issue. "The special master discussed the issue with Weil and determined that, in light of the revised billing procedures that the advisors implemented beginning in January 2025, there was no reason for Weil to deviate from the standard billing rates that it had been charging for the sale process to that point without objection," she wrote. The fee dispute comes just weeks after Pincus lost his bid to have Venezuela and Gold Reserve pay his $3.1 million bill for defending against their unsuccessful bid to have him disqualified in the long-running litigation over the sale of Citgo. In a Feb. 9 order, Judge Stark said he was "not persuaded this situation merits requiring the moving parties to bear more than their ordinary share of the special master's fees associated with the motions." The sales process for Citgo resulted in Judge Stark approving the $5.892 billion bid from hedge fund Elliott — submitted formally by Elliott affiliate Amber Energy Inc. — last fall. In his ruling, the judge concluded that it offered the best overall combination of price and certainty of closing of any bid submitted. Judge Stark, formerly a district court judge for the U.S. District Court for the District of Delaware, was elevated to the Federal Circuit in 2022, but he continues to oversee a variety of cases brought by creditors against Venezuela in Delaware federal court. The Delaware court is conducting the long-awaited sale nearly eight years after defunct Canadian mining company Crystallex International Corp. won an attachment order over shares in PDV Holding Inc., the indirect parent company of Citgo. PDV Holding is a subsidiary of Venezuelan state-owned oil company Petróleos de Venezuela SA, or PDVSA. Crystallex is looking to enforce a $1.2 billion arbitral award it won against Venezuela after being ousted from a lucrative Venezuelan gold-mining project. In the years since then, the litigation has attracted other creditors of Venezuela owed billions of dollars more, since Citgo is Venezuela's most significant seizable asset. Those creditors include Gold Reserve, which won its $713 million arbitral award in September 2014 after Venezuela yanked its permit for a gold-mining project. Gold Reserve initially won the nod from Pincus as his chosen bidder in a final recommendation last year, with a $7.4 billion bid. But the special master later changed his mind, issuing an updated final recommendation that the court approve the $5.9 billion bid from Elliott. Counsel and representatives for the parties declined to comment or could not immediately be reached for comment on Tuesday. Gold Reserve is represented by Kevin J. Mangan, Matthew P. Ward and Stephanie S. Riley of Womble Bond Dickinson, Matthew H. Kirtland, Katherine G. Connolly and Taylor J. LeMay of Norton Rose Fulbright, and by Michael J. Bowe, Lauren Tabaksblat, Andrew T. Sutton and Kate E. Fisch of Brithem LLP. Pincus is represented by Matthew F. Davis, Bindu A. Palapura and Malisa C. Dang of Potter Anderson & Corroon LLP, and by Matthew S. Barr, David J. Lender, Jared R. Friedmann and Chase A. Bentley of Weil Gotshal & Manges LLP. Venezuela is represented by Donald B. Verrilli Jr., Elaine J. Goldenberg, Ginger D. Anders, George M. Garvey and Adeel Mohammadi of Munger Tolles & Olson LLP. PDVSA is represented by Joseph D. Pizzurro, Kevin A. Meehan, Juan O. Perla, Robert Groot and David V. Holmes of Curtis Mallet-Prevost Colt & Mosle LLP. Delaware counsel for Venezuela and PDVSA are Samuel Taylor Hirzel II and Brendan Patrick McDonnell of Heyman Enerio Gattuso & Hirzel LLP. PDV Holding and Citgo are represented by Susan W. Waesco and Alexandra M. Cumings of Morris Nichols Arsht & Tunnell LLP, and by Nathan P. Eimer, Daniel D. Birk and Gregory M. Schweizer of Eimer Stahl LLP. Crystallex is represented by Raymond J. DiCamillo, Jeffrey L. Moyer and Travis S. Hunter of Richards Layton & Finger PA, and by Robert L. Weigel, Jason W. Myatt, Rahim Moloo, Miguel A. Estrada, Lucas C. Townsend, Zachary Kady and Adam M. Smith of Gibson Dunn & Crutcher LLP. The case is Crystallex International Corp. v. Bolivarian Republic of Venezuela, case number 1:17-mc-00151, in the U.S. District Court for the District of Delaware.

Mar 3

5 min

Willkie advised Novacap, a leading North American private equity firm, on its close of Novacap Tech Fund VII, with nearly $3.8 billion in capital commitments, including affiliated vehicles. On February 25, Novacap announced the final close of Novacap Tech Fund VII Fund with nearly $3.8 billion in capital commitments. The fund was raised in under a year, quickly exceeding its target of $2.75 billion, highlighting Novacap’s longstanding focus on disciplined, value-added technology buyouts. With the close of Tech VII – the latest fund in Novacap’s Technologies strategy, Novacap now manages more than $12 billion in assets. In 2025, Willkie advised Novacap on a number of high profile M&A transactions, including its $1.9 billion take-private of Integral Ad Science. The Willkie team was led by partners Larissa Marcellino, Giovanni Smedley and Walter Turturro and included partners Caitlin Link, Henrietta de Salis, Alexander Ryan and Sarah Kessler.

Feb 27

1 min

Retail landlord Simon Properties and luxury retailer Saks Global on Monday wrangled over the wording of a 2024 investment agreement as they asked a Texas bankruptcy judge to determine the fate of the leases of two Saks locations. Counsel for the parties made their closing arguments to U.S. Bankruptcy Judge Alfredo R. Perez after three days of hearings on Simon's request for a ruling that it can terminate the leases without the notice periods in the leases themselves. The parties are disputing whether a letter agreement Simon and Saks entered into when Simon invested $100 million in Saks in 2024 allows Simon to terminate the leases of a Saks location in Woodbury, New York, and a Neiman Marcus store in Palo Alto, California, effective Jan. 8, six days before Saks declared bankruptcy and a stay on contract terminations went into effect. Both parties acknowledged that the agreement granted Simon the right to terminate the Palo Alto lease and one other lease for "failure to perform" on either lease and that Saks had overdue lease payments, but they disagreed on whether the letter overrode notice of default and cure period provisions in the leases that would have given Saks 30 days from its Jan. 8 notice to make up the payments. At Monday's hearing, Simon counsel Robert Velevis argued the default provisions in the leases were not relevant, saying the agreement specifically allowed termination for "failure to perform" and not "default." "The letter agreement does not give a cure period," it said. Saks counsel Allyson Smith argued the letter agreement doesn't define "failure to perform" but the leases do, and that definition includes cure rights. The sole purpose of the clause in the letter agreement was to give Simon the right to terminate the leases for a default on a different lease, she argued. She also argued calling a default on the leases was a break with the parties' standard relationship. She said Simon had always accepted late payments, for example when Saks disputed a particular charge and delayed payment until the dispute was reconciled. "There has always been an amount technically outstanding," she said. Velevis argued this only meant that Simon had the right to terminate the leases anytime after the agreement was signed, and only invoked it now for "its own reasons." Smith claimed Simon learned of Saks' plans to file and "manufactured a default" in order to seize the leases and prevent Saks from selling them in its Chapter 11. Judge Perez reserved decisions on the issue. Simon Property Group is represented by Duston K. McFaul, Robert S. Velevis, Jeri Leigh Miller and Maegan Quejada of Sidley Austin LLP. Saks is represented by Kelli S. Norfleet, Kenric D. Kattner, Arsalan Muhammad, Kourtney P. Lyda and David Trausch of Haynes Boone and Debra M. Sinclair, Robin Spigel, Allyson B. Smith, Betsy L. Feldman, Jessica D. Graber, Jennifer J. Hardy, Ryan B. Bennett, Stuart R. Lombardi and Nathaniel G. Ward of Willkie Farr & Gallagher LLP. The case is In re: Saks Global Enterprises LLC et al., case number 4:26-bk-90103, in the U.S. Bankruptcy Court for the Southern District of Texas.

Mar 2

2 min

Willkie partner Debra Sinclair has been quoted in media outlets in connection with her representation of Saks Global Holdings LLC in its chapter 11 restructuring and a related $1.75 billion financing package. The case commenced in the U.S. Bankruptcy Court for the Southern District of Texas on January 13. On February 20, Saks Global won final court approval for more than $1.2 billion in chapter 11 debtor-in-possession financing after striking a deal with the Unsecured Creditors Committee. Debra presented the DIP financing to the bankruptcy court during the hearing, and her comments were subsequently featured in Women’s Wear Daily, CoStar News and Inc. “As of today, we have more than 100 brands that have either executed or are coming close to executing trade agreements with the company,” Debra told the court. “Our brand partners … are at the heart of our business and we’re generating great momentum with them.” Saks Global is the largest multi-brand luxury retailer in the world, comprising Saks Fifth Avenue, Neiman Marcus, Bergdorf Goodman, Saks OFF 5TH, Last Call and Horchow. Its retail portfolio includes 70 full-line luxury locations, additional off-price locations and five distinct e-commerce experiences. The Willkie team is led by partners Gregory Astrachan, Matthew Feldman, Debra Sinclair, Robin Spigel and Charlotta Chung.

Feb 27

1 min

Nearly 50 partners across six Big Law firms helped steer the $110 billion deal confirmed on Friday between Paramount Skydance Corporation and Warner Bros. Discovery, according to lists of firm lawyers on the deal. Warner Bros., which accepted the offer from Paramount, initially indicated it would accept an offer from Netflix for the business that came in between $72 billion and $83 billion, but a campaign (and substantial financial investment) by the Ellison family eventually won out. Larry Ellison, the father of Skydance/Paramount head David Ellison, personally backed $40.4 billion of the offer. Bank of America and Citigroup are providing around $54 billion in debt financing, while several Middle East sovereign wealth funds (reportedly Saudi Arabia, Qatar and Abu Dhabi) also kicked in cash to reach the $110 billion mark. Cravath, Swaine and Moore was the lead counsel for Paramount, while Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz acted as co-counsel for Warner Bros. Latham & Watkins worked with the investment consortium on finance, and Cleary, Gottlieb, Steen & Hamilton advised the special committee to the board of directors for Paramount. Covington & Burling was regulatory counsel for Warner Bros. Several Big Law leaders and M&A rainmakers jumped in to see it through. That included Faiza Saeed, presiding partner at Cravath, working for Paramount, and Andrew Nussbaum, co-chair of Wachtell Lipton, working for Warner Bros. Top M&A partners and dealmakers at Latham, Debevoise and Covington also worked the deal. The Cravath team was comprised of partners Saeed, Daniel Cerqueira, Claudia Ricciardi, Alexander Greenberg and Minh Van Ngo on M&A matters; partners Andrew Pitts and C. Daniel Haaren on capital markets matters; partner George Zobitz on banking matters; partner Lauren Angelilli on tax matters; partner Jonathan Katz on executive compensation and benefits matters; partners Andrew Finch and Noah Joshua Phillips on antitrust matters; partners Kevin Orsini and Justin Clarke on litigation matters; and partner John W. White on corporate governance matters. Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz were co-counsel for Warner Bros. The Debevoise team was led by M&A partners Jonathan Levitsky, Erik Andrén, Gordon Moodie and Katherine Durnan Taylor, employee benefits and executive compensation partner Simone Hicks, IP and technology transactions partner Henry Lebowitz, capital markets partners Benjamin Pedersen and Matthew Kaplan, finance partners Ryan Rafferty and Ramya Tiller and tax partners Peter Schuur and Erin Cleary and includes M&A partners John Love and William Regner The Wachtell team was led by corporate partner and firm co-chair Andrew Nussbaum and corporate partners Karessa Cain, Hannah Clark and Jacob Pearlman. Deborah Paul handled tax, while firm co-chair William Savitt and partner Ryan McLeod handled litigation matters. Finance partner Gregory Pessin rounded out the partners working the deal. Latham worked with Paramount and an investor consortium on equity finance. The team was led by New York partner Ian Nussbaum, Chicago partner Max Schleusener, and Los Angeles partners Rick Offsay and Liliana Ranger. Cleary was led by partners Paul Shim and Kelsey Nussenfeld. The Covington team, as regulatory counsel for Warner Brothers, included Derek Ludwin (DC); Johan Ysewyn (Brussels); Ross Demain (DC); Melissa Van Schoorisse (Brussels); James Marshall (London); Nathan Wilkins (Brussels); Romain Girard (Brussels); Silvia Wu (DC); and Jaina Patel (DC). In all, there were at least six announced deals valued at more than $1 billion in the last week. Two of those were over the $5 billion range. There was at least one new SPAC merger and one new IPO tracked by Radar. There were at least nine debt offerings over $500 million tracked last week. Deals on the Radar The information regarding the deals below was derived exclusively from Law.com Radar. Engie SA has acquired UK Power Networks Holdings Ltd. (UKPN), an electricity distribution operator in the UK, from CK Infrastructure Holdings Ltd. for an equity value of approximately 10.5 billion pounds ($14.2 billion). The transaction, announced Feb. 25, is expected to close in mid-2026. France-based Engie was advised by a Herbert Smith Freehills team led by partners Caroline Rae, Silke Goldberg and Frédéric Bouvet. Counsel information for UKPN was not immediately available. The Brink’s Co., the security and armored truck company, has agreed to acquire ATM network NCR Atleos Corp. in a cash and stock transaction valued at approximately $6.6 billion. The transaction, announced Feb. 26, is expected to close in the first quarter of 2027. Richmond, Virginia-based Brink’s was advised by Sidley Austin New York-based partners Adam Cromie, David Grubman and George Hunter. NCR Atleos, which is based in Atlanta, was counseled by King & Spalding partners Robert J. Leclerc, Rahul Patel, Michelle Stewart and Keith M. Townsend. Latham & Watkins represented J.P. Morgan, acting as the financial advisor to NCR. The Latham & Watkins corporate team was led by partners Charles Ruck and Brian Umanoff. An investor consortium led by Affinius Capital, in partnership with Vista Hill Partners, has agreed to acquire Veris Residential, a Class A multifamily REIT, for an all-cash consideration of Veris common stock valued at an enterprise value of $3.4 billion. Affinius Capital and Vista Hill Partners were advised by Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig; and Simpson Thacher & Bartlett. Veris Residential, which is based in Jersey City, New Jersey, was counseled by Weil, Gotshal & Manges and Seyfarth Shaw. Fried, Frank, Harris, Shriver & Jacobson guided J.P. Morgan, acting as financial advisor to Veris. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. Goldman Sachs & Co., the lead arranger and underwriter on the bridge loan, was represented by Gibson, Dunn & Crutcher. Citigroup has agreed to sell 24 percent of its Mexico retail-banking unit to General Atlantic, Brazilian bank BTG Pactual and insurance giant Chubb, among others, for roughly $2.5 billion. The transaction, announced Feb. 24, is expected to close by the end of 2026. Sao Paulo-based BTG Pactual Bank was advised by Simpson Thacher & Bartlett partner Grenfel Calheiros. Counsel information for Citigroup, which is based in New York, was not immediately available. CECO Environmental Corp. and Thermon Group Holdings have agreed to merge for a stock and cash consideration valued at approximately $2.2 billion. The transaction, announced Feb. 24, is expected to close in mid-2026. Dallas-based CECO Environmental was advised by Gibson, Dunn & Crutcher. Thermon Group, which is based in San Marcos, Texas, was counseled by Sidley Austin. Fried, Frank, Harris, Shriver & Jacobson has guided Citi, acting as lead financial advisor to CECO. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. SPAC Mergers: IQM Finland Oy, a super conducting quantum computers designer and manufacturer, is going public via SPAC merger with Real Asset Acquisition Corp. As a result of the merger, IQM will be listed on one of the two leading U.S. stock exchanges with a post-transaction equity value of $450 million. Espoo, Finland-based IQM Finland was advised by Borenius and Cooley partners Eric Blanchard, Peter Byrne and Rita Sobral. Real Asset Acquisition Corp., which is based in Princeton, New Jersey, was counseled by Perkins Coie; Krogerus; and Conyers. IPOs: Guardian Metal Resources plc, an exploration-stage critical minerals company, announced that it has filed a registration statement with the U.S. Securities and Exchange Commission in connection with its proposed initial public offering of its American Depositary Shares. Guardian Metal was advised by Davis Polk & Wardwell partners Michael Kaplan and Connie Milonakis. BMO Capital Markets, which acted as the underwriter, was counseled by Skadden, Arps, Slate, Meagher & Flom partner Ryan Dzierniejko. Debt Offerings: OpenAI Group PBC has secured $110 billion after announcing the close of its funding round led by Amazon ($50 billion), NVIDIA ($30 billion) and SoftBank ($30 billion). San Francisco-based OpenAI was advised by a Wachtell, Lipton, Rosen & Katz team led by corporate partners Andrew J. Nussbaum and Mark F. Veblen. Counsel information for the lead investors was not immediately available. Bank of America announced a $7 billion aggregate principal senior notes offering. The lead manager, sole bookrunner and representative of the several underwriters were advised by Davis Polk & Wardwell partners Lucy Farr and Christopher Schell. Counsel information for Bank of America, which is based in Charlotte, North Carolina, was not immediately available. Infineon Technologies AG announced an aggregate 2 billion euros ($2.4 billion) in unsubordinated unsecured notes. Neubiberg, Germany-based Infineon Technologies was advised by Freshfields Bruckhaus Deringer partner Christoph Gleske. The Republic of Paraguay announced an aggregate $1.3 billion principal bond offering. The Republic of Paraguay was advised by Cleary Gottlieb Steen & Hamilton partners Matthew Brigham and Ignacio Lagos. Sunoco LP has announced an aggregate principal $1.2 billion senior notes offering. Philadelphia-based Sunoco LP was advised by a Vinson & Elkins team led by partners Jackson O'Maley, Ben Heriaud and David Stone. MetLife announced a $1 billion aggregate principal subordinated debenture. New York-based MetLife was advised by a Willkie Farr & Gallagher team led by partners John Schwolsky, Benjamin Nixon and Anne Barrett. The debentures come due in 2056. Matador Resources Co. announced a $750 million senior unsecured notes offering. Dallas-based Matador Resources Co. was advised by Baker Botts partners Preston Bernhisel, Stephen Marcus and Luke Weedon. The notes come due 2034. TPG Operating Group II LP, an indirect, wholly owned subsidiary of TPG Inc., announced a $500 million senior notes offering. TPG Operating Group II was advised by Weil, Gotshal & Manges. Wells Fargo Securities, BofA Securities, Morgan Stanley and Goldman Sachs Group, which acted as the underwriters, were counseled by a Davis Polk & Wardwell team including partners Stephen Byeff, Derek Dostal, Jack Orford, David Schnabel and Aliza Slansky. The senior notes come due 2031. Paul, Weiss, Rifkind, Wharton & Garrison has guided an ad hoc group of term loan lenders and bondholders in connection with Advantage Solutions Inc.'s $590 million aggregate principal senior secured notes offering. The Paul Weiss team included partners Lauren Bilzin, Joseph Glatt and Sung Pak.

Mar 2

7 min