Michael Friedman

Practice Focus

Education

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

Yeshiva University, B.A.,1988

Admitted

New York

Memberships

American Bankruptcy Institute

Turnaround Management Association

Yeshiva University's General Counsel's Council (2008–Present)

Michael Friedman is a partner and the Co-Practice Group Leader of Chapman's Bankruptcy and Restructuring Group. He joined the firm in 2013.

Michael focuses his practice on bankruptcy, financial restructurings and special situation transactions including the representation of investors and debt holders in bankruptcy proceedings, financial restructurings, event driven merger and acquisition transactions and debt financings. Michael regularly represents hedge funds, private equity funds, alternative lenders, investment banks, and financial institutions. Michael’s broad finance, M&A and restructuring experience allows him to help clients structure event driven and special situation investments in a manner that will allow them to achieve their business objectives in the most efficient and cost-effective manner.

Michael represents investors in distressed and special situation acquisitions, purchases of assets in chapter 11 proceedings or “363 sales,” debtor-in-possession financings, rescue or bridge financings and chapter 11 exit financings. He represents secured and unsecured creditors 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.

Michael regularly speaks at industry conferences on distressed investing and restructuring topics and also lectures to undergraduate business and MBA students on restructuring topics. In addition, Michael has co-authored two case studies, one of which has been published, which highlight restructuring concepts and have been presented in business schools and at industry conferences.

Representative Transactions

• Represented ad hoc groups of bondholders in connection with restructurings of bonds and convertible notes.
• Represented private funds in multiple purchases of assets pursuant to section 363 sale process.
• Represented financial advisory firms in connection with complex bankruptcy and M&A engagements as well as fee disputes in bankruptcy proceedings.
• Representing 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.
• Representing senior secured lender in connection with chapter 11 bankruptcy proceeding commenced by auto dealership.
• Represented not-for-profit higher education institution in connection with the monetization of financial assets and refinancing of existing indebtedness through new $125 million credit facility.
• 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 hedge fund in connection with resolution of dispute over broken debt and equity trade.
• Represented secured lender in connection with loans made to operator of funeral homes across the United States.
• 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 Ad Hoc bondholder group in connection with a Chapter 15 bankruptcy petition commenced by a Canadian Trust with energy and petroleum assets in the United States.
• Represented private equity fund in connection with $45 million purchase of equity interests in gaming company.
• Represented purchaser in the acquisition from an insolvent Israeli public company pursuant to a court-supervised process of a minority equity interest in owner/operator of gas stations and convenience stores across the east coast of the United States. Worked with local Israeli counsel and assisted in negotiations with the insolvent company and its bondholders, and successfully negotiated a settlement of litigation between insolvent company and majority shareholder.
• Represented purchaser in connection with the acquisition of substantially all of the assets of a Midwest casino and horse racing track in a Section 363 sale. The transaction included credit facilities in the amount of $655 million, the proceeds of which were used to acquire the assets of the company and refinance certain existing loans.*
• Represented debtor in connection with their filing for bankruptcy protection and the sale of substantially all of their assets pursuant to a Section 363 sale and the successful confirmation of a plan of reorganization approximately four months following the filing.*
• Represented resort and spa company in connection with the restructuring of its first lien and mezzanine debt and the recapitalization of the company.*
• Represented lead investor in connection with the purchase of senior secured loans and origination of DIP Loan to energy producer in chapter 11 proceedings and the subsequent acquisition of substantially all of the assets of the company.*
• Represented private fund in connection with the acquisition through a 363 sale process, of an Italian subsidiary of U.S. company specializing in medium and high voltage drives and controls.*
  
  * Michael's prior experience includes the representation of clients in these matters.

Publications

• Co-Author, "Delaware District Court Supports Secured Creditor Gift Plans," Client Alert. October 3, 2018. 
• 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, "S.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 ABI Commission on Reform of Chapter 11 Issues Final Report: What Secured Creditors Need to Understand," Client Alert. December 17, 2014.
• Quoted, "Altegrity Bond Rise Boosts Case for Make Whole," Bloomberg Brief. October 6, 2014.
• Co-Author, "MPM Silicones Latest Court to Whittle Away at Secured Creditor Protections: Plan Confirmed Providing Secured Creditors with Below Market Replacement Notes," Client Alert. September 29, 2014.
• Quoted, "Momentive Bankruptcy Plan to Be Approved with Changes," Bloomberg. August 27, 2014.
• Co-Author, "Recent Challenges to Credit Bidding - A New Trend?," Pratt's Journal of Bankruptcy Law, July/August 2014.
• Co-Author, "Make-Whole Provisions Continue to Cause Controversy: What You Can Do to Avoid Litigation," Chapman Sidebar. July 18, 2014.
• Co-Author, "Recent Challenges to Credit Bidding - A New Trend?," Client Alert. May 13, 2014.
• Co-Author, "New Challenge to Credit Bidding - Distressed Debt Purchasers Beware," Client Alert. February 12, 2014.
• Co-Author, "Strategies and Limitations of Sponsor Buybacks, January 2014," American Bankruptcy Institute Journal, January 2014.
• Author, "Israel: The Next Big Distressed M&A Opportunity?," Chapman Insights, September 18, 2013. 
• Co-Author, "What About Make-Whole Premiums?" 
• Co-Author, “The Restructuring of Danfurn LLC,” Darden School of Business Publishing
• Co-Author, “3 Critical Elements for Turning Around a Distressed Company,” Corporate Counsel
• Co-Author, “The Unitranche Facility: Implications,” American Bankruptcy Institute Journal
• Co-Author, "A Loan Trader's Guide to Commercial Real Estate Loans" 
• Co-Author, "DBSD: Has Confirming a Plan Become More Difficult?" GC New York
• Co-Author, "Supreme Court Approves Amendments to Bankruptcy Rule 2019: Amendments Likely to Take Effect on December 1, 2011" 
• Co-Author, "Passive Investors Only -- Strategic Investors Need Not Apply: Dish Network Corp. v. DBSD N. AM., Inc." 
• Co-Author, "The Continuing Evolution of Bankruptcy Rule 2019" 
• Co-Author, "Lehman Files A Proposed Plan Of Reorganization" 
• Co-Author, "Distressed Investor Alert: Revisions to Bankruptcy Rule 2019 Will Discourage Active Involvement in U.S. Bankruptcy Cases"
• Co-Author, "Erosion of Secured Creditors' Rights: Has the Pendulum Swung in Favor of Unsecured Creditors"
• Co-Author, "Acquiring Companies in Bankruptcy," Executive Counsel Magazine
• Lending, Investing and Trading After the Market Break
• Co-Author, "Equity and Debt Decoupling: Derivative Instruments Challenge Fundamental Assumptions of Corporate and Bankruptcy Law" 
• Co-Author, "Effectiveness of Power of Attorney Provision in Claim Purchase Agreements in Bankruptcy - Delphi Bankruptcy Case Raises Issue" 
• Co-Author, "The 'Second Risk' that Keeps Loan Participants Up at Night" 
• Co-Author, "Cure Claims in Bankruptcy - Delphi Bankruptcy Case Raises Issues" 
• Co-Author, "Enron Update: District Court Reverses Bankruptcy Court Decision -- Equitable Subordination Risk Does Not Travel with the 'Sale' of a Claim But Does Travel with an 'Assignment' of a Claim" 
• Co-Author, "Enron Update: District Court Holds Hearing in Appeal of Bankruptcy Court Decision that Equitable Subordination Risk Travels with the Claim" 
• Co-Author, "Enron Update: District Court Affirms In Part and Reverses In Part Earlier Ruling Granting Appeal of Bankruptcy Court Decision that Equitable Subordination Risk Travels with the Claim" 
• Co-Author, "Secondary Loan Purchasers Challenge Enron and Win an Extraordinary Appeal: Does Equitable Subordination Risk Travel with the Loan?"

Presentations

• Moderator, "Valuing and Restructuring Distressed Companies in the Face of Financial and Operational Headwinds," VALCON 2018. May 16 – 18, 2018. 
• Moderator, "The US Institutional Corporate Loan Market: What It Is, Current Trends and Why It Is an Attractive Investment," 2018 Tel Aviv Institutional Investment Conference. March 12, 2018.
• Panelist, "Valuing and Restructuring Distressed Companies in the Face of Operational Headwinds," TMA Chicago/Midwest Chapter Event. October 27, 2017.
• Panelist, "Fiduciary Duty," 2017 TMA Western Regional Conference. July 26 – 28, 2017.
• Guest Lecturer, Yeshiva University's Sy Syms School of Business. April 24, 2017.
• Panelist, "Investing in US Institutional Corporate Loans," 2017 Tel Aviv Institutional Investment Conference. March 8, 2017.
• Moderator, "Valuation Case Study," VALCON 2017. March 1 – 3, 2017.
• Panelist, "An Interactive Negotiation of a Distressed Company Restructuring," 6th Annual Bank & Financial Institutions Special Assets Forum on Real Estate, C&I and SBA Loans. September 15 – 16, 2016.
• Moderator, "An Interactive Negotiation of a Distressed Company Restructuring," American Bankruptcy Institute's VALCON 2016. March 14 – 16, 2016.
• Panelist, "An Interactive Negotiation of a Distressed Company Restructuring," American Bankruptcy Institute's VALCON 2015. February 25 – 27, 2015.
• Panel Co-Moderator, "Can We Work This Out?," ACIC Spring Conference. April 25, 2014.
• Guest Lecturer, University of Virginia McIntire School of Commerce
• Guest Lecturer, Duke University, the Fuqua School of Business
• "Distressed Lending and Strategic Investment — A Cautionary Tale" seminar
• "From Creditor to Equity Holder: How to Make Your Post-Reorganization Equity Work Harder for You"
• “Analysis of Claims against BP arising from Gulf of Mexico Disaster" hosted by the Susquehanna Financial Group
• “Bankruptcy’s Next Wave: A Look at the Financial Crisis One Year Later” presented at the American Bankruptcy Institute Annual Winter Leadership Conference
• "Bankruptcy’s New Wave – Preparing for the Perfect Storm: Which Sectors Will Take a Direct Hit?" presented at the American Bankruptcy Institute Annual Winter Leadership Conference
• "The Impact of an Abundance of Capital and Alternative Equity Sources on the Disappearance of the Borrower Default: Will the Party Last Forever?" 

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