Overview

Michael Friedman is a partner, Practice Group Leader of Chapman's Bankruptcy and Restructuring Group, and head of the firm’s Israel Practice.

Michael focuses his practice on special situation financings, investments and acquisitions, bankruptcy, and financial restructurings including the representation of investors and debt holders in event driven debt financings, equity investments, acquisitions, financial restructurings, and bankruptcy proceedings. Michael regularly represents credit funds, hedge funds, private equity funds, alternative lenders, investment banks, and financial institutions. Michael also advises Israeli financial institutions, investment funds and Trustees on US based special situation finance and restructuring matters.

Michael’s broad finance, M&A, bankruptcy, and restructuring experience allows him to help clients structure event driven and special situation financings and investments in a manner that will allow them to achieve their business objectives in the most efficient and cost-effective manner.

Michael regularly speaks at industry conferences on distressed investing and restructuring topics and also lectures to undergraduate business and MBA students on restructuring topics. He is currently an adjunct professor teaching a class on corporate restructurings at Yeshiva University. In addition, Michael has co-authored three case studies, one of which has been published, which highlight restructuring concepts in both for-profit and not-for-profit entities and have been presented in business schools and at industry conferences.

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's 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

Notable Engagements

Insights

Publications

Presentations

  • Panelist, "Key Concepts in Post-COVID Real Estate Restructurings," ABI Webinar, June 8, 2021
  • Panelist, "Emerging Leader Program," ABI's Northeast Virtual Bankruptcy Workshop, July 29–30, 2020
  • Panelist, "Interactive Case Study," TMA of Florida's 10th Annual Winter Conference, March 4–6, 2020
  • Panelist, "The Challenges in Valuing and Restructuring Distressed Continuing Care Retirement Facilities (CCRCs)," VALCON 2020, February 26–28, 2020
  • Panelist, "Creative Real Estate Development Strategies," 2019 Higher Education Real Estate Lawyers Annual Conference, October 17–18, 2019
  • Moderator, "Valuing and Restructuring Distressed Companies in the Face of Financial and Operational Headwinds," VALCON 2018, February 27–March 1, 2019
  • 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
  • Guest Lecturer, University of Virginia McIntire School of Commerce
  • Guest Lecturer, Duke University, the Fuqua School of Business

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