Yusuf Salloum

Pretium Packaging LLC received approval Monday in New Jersey bankruptcy court for its prepackaged Chapter 11 plan of reorganization after a judge said an opt-out mechanism for third-party releases is a permitted means of gaining consent from creditors. During a virtual hearing, U.S. Bankruptcy Judge Christine M. Gravelle said state law rulings that say silence doesn't equal consent don't apply in the bankruptcy context, and that since creditors were given ample notice of the bankruptcy filing, the plan, and the release provisions, failing to opt out of granting those releases to nondebtors does amount to consent. "If state law applied to the procedural consent here, and the voting rules here that are federal rules for plan confirmation, the Bankruptcy Code couldn't be consistently applied across the country," Judge Gravelle said. "It wouldn't make sense. The Bankruptcy Code wouldn't have control nationwide." The noticing effort included giving direct notice of the plan and releases to all economic stakeholders in the debtor's business, the judge said, as well as publication notices filed in prominent places such as the New York Times. Creditors had the chance to opt out of the releases by checking a box on their paper ballot or taking similar action in an online form, Judge Gravelle ruled, making the process simple enough to understand and execute. At Monday's hearing, the only opposition to the plan came from the Office of the U.S. Trustee, which objected to the opt-out mechanism as well as a gatekeeping provision that grants the bankruptcy court the exclusive jurisdiction to determine whether a legal claim is subject to the plan releases before it can be brought in another court. Benjamin A. Hackman, representing the U.S. trustee, argued that the plan is a fast-tracked prepackaged plan and involves stakeholders in several foreign nations who may not be familiar with the bankruptcy system and wouldn't have time to inform themselves about the process and their rights. "The deadline to opt out was Feb. 16, which was 14 days after the notice of commencement was filed," Hackman said. "We don't think consent should be inferred based on inaction over the course of 14 days and especially not for creditors who are located abroad and not familiar with the U.S. bankruptcy process." Debtor attorney Jordan E. Elkin of Kirkland & Ellis LLP told the court that case law in the New Jersey bankruptcy court has repeatedly found that opt-outs are a consensual way to implement third-party releases, and many of those findings predate the U.S. Supreme Court decision in Harrington v. Purdue Pharma that found nonconsensual third-party releases of nondebtors are not permitted under the Bankruptcy Code. He made a similar argument about the gatekeeping provision, saying exercising a gatekeeping role is well within the authority of the bankruptcy court under numerous decisions in prior cases. Hackman said the gatekeeping provision amounts to a pre-filing injunction that bars the filing of lawsuits and gives the bankruptcy court exclusive jurisdiction over those matters when no complaint yet exists. Judge Gravelle said gatekeeping provides an avenue for consistent application of the terms of the Chapter 11 plan she would be confirming. "It makes total sense to me that the bankruptcy court should be the court to interpret the order I'm going to be issuing today," Judge Gravelle ruled. The court also granted a waiver of the typical 14-day stay for the plan to go into effect, saying Pretium has provided sufficient justification about potential harm to the company's reputation and economic standing if it must wait another two weeks to implement its restructuring. Clearlake Capital Group-backed Pretium filed for Chapter 11 protection in late January with $1.84 billion in funded debt. Pretium, founded in 1992 and headquartered in St. Louis, makes rigid packaging products, including plastic bottles, jars, closures, trays, and other containers. It has 3,100 employees at facilities in the U.S., Mexico, Canada, Ireland, and the Netherlands. Pretium Chief Financial Officer J. Federico Barreto said in a first-day declaration that a post-pandemic decline in customer demand in the packaging industry resulted in weaker order volumes. That pressure was compounded by high inflation, supply chain constraints, and additional operational hurdles, he said. The debtor has up to 10,000 creditors. Its largest unsecured creditors include Polymers Sales & Logistics, which holds about $2.8 million in trade claims, and Equistar Chemicals LP, which is owed about $1.8 million, according to its bankruptcy petition. The company began soliciting votes on its prepackaged bankruptcy plan on Jan. 25. In the months before, Pretium worked with Clearlake and an ad hoc group of lenders to come to terms on a restructuring support agreement, which it signed Dec. 30. The plan received unanimous consent from voting creditors, Elkin said Monday, and it will reduce Pretium's debt load by $900 million and grant new equity to first-lien lenders that provided more than $500 million in debtor-in-possession financing. Pretium is represented by Michael D. Sirota, Warren A. Usatine, and Felice R. Yudkin of Cole Schotz PC and Steven N. Serajeddini, Jordan E. Elkin, Anup Sathy, and Yusuf Salloum of Kirkland & Ellis LLP. The U.S. trustee is represented by Benjamin A. Hackman and Jeffrey M. Sponder. The case is In re: Pretium Packaging LLC, case number 3:26-bk-10896, in the U.S. Bankruptcy Court for the District of New Jersey.

Feb 23

4 min

Kirkland & Ellis advised O2 Investment Partners, a private equity firm investing in growth-oriented, privately-held businesses in the North American lower middle market, on the fundraising for O2 Investment Partners Fund V (Fund V) with $670 million in capital commitments. Read O2 Investment Partners’ press release The Kirkland team included investment funds lawyers Dan McQuade, Michael Black, William Ballentine, Kendall Kilberger and Allie Sopp; investment funds regulatory lawyers Nicholas Hemmingsen, Danielle Sartain and Matt Davis; investment funds ERISA lawyer Christine Matott; tax lawyers Dan Meehan and Florian Schütte; and financial services regulatory lawyers Albert Weatherill, Sky Kim and Matt Dixon-Ward.

Mar 3

1 min

Kirkland & Ellis LLP is pleased to announce that 205 attorneys have been promoted to partner effective October 1, 2023. Austin Name Practice Area Daniel Cadis M&A and Private Equity Zack C. Ewing Litigation Alec Manzer M&A and Private Equity Bay Area Name Practice Area Katherine Schloss Ackerman M&A and Private Equity Anna Baxendale Investment Funds Philip Castagnozzi Bush M&A and Private Equity Kathleen Marie Cloutier M&A and Private Equity Matt Dunnet M&A and Private Equity Leahana Grimley M&A and Private Equity Mary Kwan Investment Funds Yan-Xin Li Intellectual Property Litigation Garett Morin M&A and Private Equity Zak Morozov Tax Qasim Rasool M&A and Private Equity Martin A. Schwertmann Technology & IP Transactions Stephen M. Silva Litigation Christina A. Wa Real Estate Boston Name Practice Area Ramen Costa Investment Funds Mathew Eapen Investment Funds Matthew Fisher M&A and Private Equity William Koch Investment Funds William N. Lay M&A and Private Equity Miranda Means Intellectual Property Litigation Nils Remole M&A and Private Equity Brandon Short Tax Chicago Name Practice Area Nadia Abramson Litigation Amy Barber Technology & IP Transactions Robin W. Basu Real Estate Amarto Bhattacharyya Litigation Timothy Bow Real Estate Nicholas A. Cast M&A and Private Equity Lauren M. Cates Executive Compensation Philip M. Cooper Litigation Kaitlyn L. Coverstone Litigation Sarah M. Craig Intellectual Property Litigation Matt Dobleman Debt Finance Lauren N. Falk Litigation Christopher B. Grady M&A and Private Equity Christopher Hinojosa Litigation Keith Holt Litigation Alyssa Jutovsky Investment Funds Sarah Kimmer Litigation Mac M. Laban Investment Funds Kelsey Laugel Antitrust & Competition Jackson D. Lavelle M&A and Private Equity Steven J. Lindsay Litigation David Love Debt Finance Jeremy A. Mandell M&A and Private Equity Reid McEllrath Litigation Jeffrey Michalik Restructuring Rory M. Minnis Tax Timothy D. Nolan Investment Funds Angela C. Oldham M&A and Private Equity Steven A. Page M&A and Private Equity Jake Rambeau Intellectual Property Litigation Claire Rokita Debt Finance Taylor Rothman Litigation Nicholas M. Ruge Litigation Yusuf Salloum Restructuring Eric Scharphorn Investment Funds Lisa Tran Real Estate Patrick Weeks Litigation Alison J. Wirtz Restructuring Benjamin Woodring Litigation Christopher J. Worek Tax Dallas Name Practice Area Chelsea Bedotto Executive Compensation Karsten Busby Executive Compensation Marco Chan Debt Finance Purun Cheong Debt Finance Sydne K. Collier Litigation Clint Cowan Litigation Steven M. Keithley Debt Finance Jacqueline Scioli M&A and Private Equity Hong Kong Name Practice Area Jerry Choi Investment Funds John Curran Debt Finance Brandon Ovington Debt Finance Joshua Payne M&A and Private Equity Anthony Wijaya Restructuring Raymond Wong M&A and Private Equity Ashlee Wu Capital Markets Grace Zhu Litigation Houston Name Practice Area Osaro Aifuwa Debt Finance Xavier Avery Litigation Angela Hagerman Debt Finance Fernanda M. Langa M&A and Private Equity James R. Long M&A and Private Equity Blake X. Longoria M&A and Private Equity Katherine C. Nemeth Executive Compensation Christine Shang Litigation Jonathan Paul Strom M&A and Private Equity Jacob Walley Tax Michelle Williamson Debt Finance London Name Practice Area Dana Abdulkarim M&A and Private Equity Mallika Abidi Restructuring Irfan Ahmed M&A and Private Equity Anna Maria Alexandrou Investment Funds Anthony Antioch Tax Nick Appleton M&A and Private Equity Rory Clarke Intellectual Property Litigation Sandipan De Debt Finance Monica Gemes M&A and Private Equity Max Harris Technology & IP Transactions Jerome Hoyle Debt Finance William Jensen Intellectual Property Litigation Matthew Jobson Investment Funds Anan Ju Investment Funds Sky Kim Financial Services Regulatory Loviisa Langdon Tax Joanne Mak Investment Funds Edward Malcolm Litigation Andrew McAlpine M&A and Private Equity Thomas Raftery Debt Finance Amrit Sagoo Investment Funds Sharon Skipper M&A and Private Equity Yasmin Smedley Debt Finance Miroslav Tomo M&A and Private Equity Adam Watterson Restructuring Tina Xu Debt Finance Los Angeles Name Practice Area Michael P. Alcan Tax Radhika Kshatriya Investment Funds Ted McBride Investment Funds Andrew Morrill Intellectual Property Litigation Guirgis Nasief M&A and Private Equity Daniel Rios Executive Compensation Kevin X. Wang Intellectual Property Litigation Nancy Zakiniaeiz Real Estate Miami Name Practice Area Mark Lipschultz Real Estate Munich Name Practice Area Siegfried M. Büttner Capital Markets Greta-Josefin Harnisch M&A and Private Equity Fabrice Hipp Debt Finance New York Name Practice Area Leia Pearl Andrew Capital Markets Alison E. Beskin Executive Compensation Camila Bourguignon Debt Finance Aulden Burcher-DuPont Litigation Brittany Lischinsky Burke Antitrust & Competition Jace A. Cearley Litigation Steven M. Choi M&A and Private Equity Michael Chung M&A and Private Equity Jack Coles Antitrust & Competition Amal El Bakhar Litigation Peter Evangelatos Intellectual Property Litigation Justin Greer Debt Finance Jimin He M&A and Private Equity Marc Holloway M&A and Private Equity Keli Huang M&A and Private Equity Thuy Huynh M&A and Private Equity Sharaf Islam Debt Finance Anthony Ji Executive Compensation Evan Johnson M&A and Private Equity Robert Kantrowitz Healthcare Ashley A. Kerr Debt Finance Kartik Khanna M&A and Private Equity Mathieu Kohmann Capital Markets Don Lee M&A and Private Equity Drew Maliniak Capital Markets Aidan S. Murphy M&A and Private Equity Conor O'Muiri Debt Finance Francis Petrie Restructuring Jackson Phinney Employment & Labor Christopher Pristouris Investment Funds Asher A. Qazi Capital Markets Jacob M. Rae Litigation Michael L. Ramsey Investment Funds Mary T. Reale Litigation Kaitlyn I. Reid Executive Compensation Victoria J. Ryan Litigation Justin Samson Investment Funds Giselle Sedano Litigation Noah Shier Technology & IP Transactions Stephanie Shimada Litigation Christina S. Shin M&A and Private Equity Lora Shub-Brown Tax Maria Smith Tax Alborz Tolou Capital Markets Jacqueline M. Trudeau Debt Finance Tony Tsai Debt Finance Daniel Yip M&A and Private Equity Anthony Zangrillo Capital Markets Samuel Zaretsky Real Estate Paris Name Practice Area Guillaume Nivault M&A and Private Equity Salt Lake City Name Practice Area Michael Cline M&A and Private Equity Jackson Knight M&A and Private Equity Zach Miller M&A and Private Equity Peter Ott Debt Finance Ben Richards Capital Markets Elizabeth M. Roberts Debt Finance Stephen Tensmeyer Litigation Shanghai Name Practice Area Sean Zhang Debt Finance Washington D.C. Name Practice Area David J. Arbus Real Estate Ridge Blanchard Litigation Justin Bova Intellectual Property Litigation Grace C. Brier Litigation Stephen C. DeSalvo Intellectual Property Litigation Mackenzie Drutowski ESG & Impact Jennifer I. Gullotti Investment Funds Diva Hollis Intellectual Property Litigation Jennifer Kim-Gagne Investment Funds Robert Kimmitt, Jr. Litigation Megan McGlynn Litigation William S. Richmond Healthcare Olivia Vanessa Seraphim Healthcare Tera Jo Stone Intellectual Property Litigation Michelle A. Weinbaum International Trade Amber L. Whipkey Litigation Jessica M. Yeh Tax Note: For certain partners, admission will take effect when any necessary regulatory requirements have been satisfied.

Oct 2

5 min

Missouri-based packaging company Pretium Packaging LLC filed for Chapter 11 in a New Jersey bankruptcy court, with a prepackaged plan of reorganization aimed at reducing the company's funded debt by more than $900 million. In a petition filed late Wednesday, the debtor's Chief Financial Officer J. Federico Barreto said the company and its nine affiliates are holding between $1 billion and $10 billion in both assets and liabilities. The company has approximately $1.836 billion in outstanding funded debt as of the petition date, according to Barreto's first-day declaration filed Thursday. The company said in a statement Wednesday it has reached an agreement with its existing lenders and equity sponsor, Clearlake Capital Group LP, to pursue the prepackaged restructuring transaction. Over the past several months, Pretium worked with Clearlake Capital and an ad hoc group of lenders on the restructuring support agreement, ultimately entering into the agreement Dec. 30. The transaction is expected to reduce the company's funded debt by more than $900 million, provide over $175 million of liquidity, and secure new debt and equity financing, including more than $530 million of new near-term debt commitments from existing lenders, a $50 million new equity investment from Clearlake and a $100 million exit asset-based lending facility upon emergence from Chapter 11. General unsecured creditors are expected to be paid in full or have their claims reinstated. The company began soliciting votes on its prepackaged plan on Jan. 25 and has already secured the support of approximately 90% of its secured lenders, including its asset-based lender Wells Fargo. "Under our new, significantly de-leveraged capital structure, we are creating more flexibility to invest in our products, our people, and our customers. We're committed to completing this process as a stronger organization ready to seize new opportunities, deliver exceptional value to our customers, and deepen our role as a trusted partner to the vendors who help us succeed," James Rooney, CEO of Pretium Packaging, said in the statement. According to a first-day declaration filed by Barreto, Pretium Packaging has encountered substantial challenges in recent years, as post-pandemic normalization in customer demand across the industry resulted in weaker order volumes and reduced manufacturing utilization. The headwinds were exacerbated by high inflation, supply chain constraints and additional operational hurdles, Barreto said. The debtor has up to 10,000 creditors. Its largest unsecured creditors include Polymers Sales & Logistic, which holds approximately $2.8 million in trade claims, and Equistar Chemicals LP, which is owed about $1.8 million, also in trade claims, according to the petition. Founded in 1992 and headquartered in St. Louis, Pretium Packaging is a leading manufacturer of rigid packaging products, including plastic bottles, jars, closures, trays and other containers, according to the declaration. As of the petition date, the company operates 24 manufacturing facilities across the United States, Canada, Mexico, Ireland and the Netherlands, and employs approximately 3,100 workers worldwide. The case has been assigned to U.S. Bankruptcy Judge Christine M. Gravelle. A representative of the debtor didn't immediately respond to a request for comment on Thursday. The debtor is represented by Michael D. Sirota, Warren A. Usatine and Felice R. Yudkin of Cole Schotz PC, and Steven N. Serajeddini, Jordan E. Elkin, Anup Sathy and Yusuf Salloum of Kirkland & Ellis LLP. The case is In re: Pretium Packaging LLC, case number 3:26-bk-10896, in the U.S. Bankruptcy Court for the District of New Jersey.

Jan 29

3 min

Kirkland & Ellis advised Clearlake and its portfolio company Alkegen, a global specialty materials platform providing high performance materials used in advanced applications, in a refinancing transaction that provides enhanced liquidity to capitalize on ongoing market recovery and operational initiatives to drive growth. The financing transaction included a new $1,925 million first-lien term loan and first-lien senior secured notes and a new $200 million first-out revolving credit facility to refinance in full the Company’s existing first lien term loans, pay down outstanding borrowings under the Company’s revolver, extend maturities from 2025 to 2029 and provide additional liquidity. In addition, a majority of existing holders of Alkegen’s secured and unsecured notes due 2028 and 2029 exchanged their notes for new second lien notes due 2029. Alkegen separately commenced an offer to exchange all of the remaining secured and unsecured notes for new second lien notes. Read the transaction press release The Kirkland team was led by debt finance partners Dave Nemecek and Andrew Hurley; and capital markets partners Josh Korff, Ross Leff and Alborz Tolou; and included tax partners Anne Kim and Liam Murphy; restructuring partners Steve Serajeddini and Yusuf Salloum; corporate partners Luke Guerra and Eric Cohen; debt finance associates Joey Bloodworth, Jaycee Yao, Alex Bender and Jay Jemison; capital markets associates Elise Wang, Pratik Das, Sean Choi, Jihao Ding and Sooyeon Lee; tax associate Matthew Wahlquist; restructuring associate Michael Sloman; and corporate associate Joanne Moon.

Oct 1

1 min